Common use of FORM OF ELECTION TO EXERCISE Clause in Contracts

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Address: Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Address: Social Security or Other Taxpayer Identification Number: Dated: , Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Social Security or Other Taxpayer Identification Number: Signature (Please print name of Signatory) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , Signature (Please print name of Signatory) Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature medallion guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement). Signature ......................................................................................................(Please print name of Signatory) ........................................................................................................................................................................ (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be executed exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership office or correspondent in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15Canada. ........................................................................................................................ ……………………………………………………………………………………………………… CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement). Signature ......................................................................................................……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, CAE INC. The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued in the name ofto: Address: Social Security or Other Taxpayer Identification Number: _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Address: Social Security or Other Taxpayer Identification Number: Dated: _______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) __________________________________________________________________ SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________________ Signature Guaranteed: Guaranteed ____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures Signature must be guaranteed by an eligible guarantor institution - "Eligible Institution" i.e. a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Association Medallion Program (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion programSTAMP), pursuant to a member of the Stock Exchange Act Rule 17Ad-15Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). ........................................................................................................................ (Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers of banks and trust companies in the United States. To be completed if true) true The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in consent with any of the foregoing or any Affiliate or Associate of such Person (as defined in the Rights Agreement). Signature ......................................................................................................_____________________________________________ Signature

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, UTILICORP UNITED INC. The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Preference Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ------------------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: --------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ------------------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: --------------------- Dated: , ------------------ Signature Guaranteed: --------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to Exchange Act SEC Rule 17Ad-15. ........................................................................................................................ -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common SharesStock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------------- Signature ......................................................................................................-------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial owner of the Rights. evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B FORM OF CERTIFICATE OF DESIGNATION OF UTILICORP UNITED INC. SERIES A PARTICIPATING CUMULATIVE PREFERENCE STOCK Pursuant to Sections 151 of the General Corporation Law of the State of Delaware UtiliCorp United Inc., a corporation organized and existing under and by virtue of The General Corporation Law of Delaware, DOES HEREBY CERTIFY: That at a meeting of the Board of Directors of UtiliCorp United Inc. (the "Corporation") the following resolution was duly adopted creating 60,000 shares of Preference Stock, designated as Series A Participating Cumulative Preference Stock. RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of the Certificate of Incorporation, a series of Preference Stock of the Corporation be, and it hereby is created, and the designation and amount thereof and the relative rights, preferences and limitations thereof (in addition to the provisions set forth in the Certificate of Incorporation, of the Corporation, which are applicable to the Preference Stock of all classes and series) are as follows:

FORM OF ELECTION TO EXERCISE. (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. _________________________________________ The undersigned hereby irrevocably elects to exercise ______________________________whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: ____________________________________________________________________________________________________ (Name) ____________________________________________________________________________________________________ (Address: ) ____________________________________________________________________________________________________ (City and Province) ____________________________________________________________________________________________________ Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____________________________________________________________________________________________________ (Name) ____________________________________________________________________________________________________ (Address: ) ____________________________________________________________________________________________________ (City and Province) ____________________________________________________________________________________________________ Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , __________________________________ __________________________________ Signature __________________________________ (Please print name of Signatory) Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a Schedule 1 Canadian chartered bank or a member of an eligible guarantor institution acceptable Medallion Guarantee Program (banksSTAMP, stockbrokersSEMP, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion programMSP), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. _________________________________________ Signature _________________________________________ (Please print name of Signatory) (To be attached to each Rights Certificate). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIACBL & ASSOCIATES PROPERTIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, ____ Signature Guaranteed: _________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an [To be attached to each Rights Certificate] approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-1517Ad‑15. ........................................................................................................................ A notary is not sufficient. (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common SharesStock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature ......................................................................................................_________________________ Signature

FORM OF ELECTION TO EXERCISE. (To be executed if is the holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. :_____________________________ The undersigned hereby irrevocably elects to exercise whole exercise_________________________________________whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: ____________________________________________________________________________________________________________________________________________________________________ Address: ____________________________________________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________________________________________ Social Security Insurance or Other Taxpayer Identification Number: :_______________________________________________________________________________________________________________ If such number of Rights shall not be all the whole Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such whole Rights shall be registered in the name of and delivered to: ____________________________________________________________________________________________________________________________________________________________________ Address: ____________________________________________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________________________________________ Social Security Insurance or Other Taxpayer Identification Number: :________________________________________________________________________________________________________________ Dated: , :_______________ Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures must be guaranteed by an a Canadian chartered bank or eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ CERTIFICATION (To be completed if true) The undersigned hereby represents, warrants and certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature ......................................................................................................Signature

FORM OF ELECTION TO EXERCISE. (To be executed exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. _____________________________ The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership office or correspondent in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15Canada. ........................................................................................................................ - 2 - ……………………………………………………………………………………………………… CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement). Signature ......................................................................................................……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. To CEL-SCI CORPORATION The undersigned hereby irrevocably elects to exercise whole __________ Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights (or such other securities of the Company or of any other person which may be issuable upon exercise of the Rights) and requests that certificates for such shares be issued in the name of: Address: Social Security or Other Taxpayer Identification Number: __________________________________________ (Please print name and address of transferee) __________________________________________ __________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Address__________________________________________ (Please print name and address of transferee) __________________________________________ __________________________________________ Please insert social security or other identifying number: Social Security or Other Taxpayer Identification Number: ____________________ Dated: , ____________________ Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures The signature must be medallion guaranteed by an eligible guarantor a financial institution (bankscommercial bank, stockbrokersstockbroker, savings and loan associations and loan, credit unions with membership union or trust company) that is a participant in an approved signature guarantee the Securities Transfer Agents Medallion program)Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act Rule 17Ad-15of 1934, as amended. ........................................................................................................................ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementA notary public is not sufficient.). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.Be Executed Upon Exercise of Contingent Warrant) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights ____ of the Contingent Warrants represented by the attached Rights this Warrant Certificate to and purchase the shares number of Participating Preferred Stock Warrant Shares issuable upon the exercise of such Rights Contingent Warrants and herewith tenders payment for such Warrant Shares as follows: (Check One) [ ] $__________ in cash or by certified or official bank check; or [ ] by surrender of Contingent Warrants pursuant to a Cashless Exercise (as defined in the Warrant Agreement) at the current Cashless Exercise Ratio. The undersigned requests that certificates for a certificate representing such shares be issued in the name of: Address: Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall Warrant Shares be registered in the name of __________________________________________________________ whose address is _______________________________________________________________ and that such Warrant Shares be delivered toto ___________________________________ whose address is ______________________________________________________________. Any cash payments to be paid in lieu of a fractional Warrant Share should be made to ________________________________________________________________________ whose address is _______________________________________________________________ and the check representing payment thereof should be delivered to ______________ whose address is ______________________________________________________________. Dated _____________________, ____ Name of holder of Warrant Certificate: ___________________________ (Please Print) Tax Identification or Social Security Number: ________________________________________________________ Address: Social Security or Other Taxpayer Identification Number_____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ Signature: Dated_____________________________________________________________________ Note: , Signature Guaranteed: Signature (Signature The above signature must correspond to with the name as written upon the face of this Rights Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures whatever and if the certificate representing the Warrant Shares or any Warrant Certificate representing Contingent Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered or if any cash payment to be paid in lieu of a fractional Warrant Share is to be made to a person other than the registered holder of this Warrant Certificate, the signature of the holder hereof must be guaranteed by an eligible guarantor institution as provided in the Warrant Agreement. Signature Guaranteed: ______________________________ [FORM OF ASSIGNMENT] For value received _______________________________________ hereby sells, assigns and transfers unto _______________________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated ________________, _____ Signature: ___________________________________________ Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _________________________________ EXHIBIT B Form of Certificate for Transfers of Certificated Warrants Continental Stock Transfer & Trust Company 0 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Compliance Department Re: Contingent Warrants of NEXTLINK Communications, Inc. (banksthe "Warrants") Reference is made to the Warrant Agreement, stockbrokersdated as of January 31, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program1997 (the "Warrant Agreement"), pursuant between NEXTLINK Communications, Inc. (the "Company") and Continental Stock Transfer & Trust Company, as Warrant Agent. Terms used herein and defined in the Warrant Agreement or in Regulation S, Rule 144A or Rule 144 under the Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true) The undersigned hereby represents_______ Contingent Warrants, for the benefit of all holders of Rights and Common Shares, that the Rights which are evidenced by the attached Rights Certificate following certificate(s) (the "Specified Warrants"): CUSIP No. _______________________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Warrants or (ii) it is acting on behalf of all the beneficial owners of the Specified Warrants and is duly authorized by them to do so. Such beneficial owner or owners are notreferred to herein collectively as the "Owner". The Specified Warrants are registered in the name of the Undersigned, andas or on behalf of the Owner. The Owner has requested that the Specified Warrants be transferred to a person (the "Transferee") who will take delivery in the form of an interest in the Global Warrant. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with (a) either: (Check one) |_| Rule 144A, |_| Rule 904, or |_| Rule 144 under the Securities Act and (b) all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows with respect to the knowledge type of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature ......................................................................................................transfer indicated herein:

FORM OF ELECTION TO EXERCISE. (To be executed exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. Silvercorp Metals Inc. and Computershare Investor Services Inc. The undersigned hereby irrevocably Irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in In the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , _____________________________ ____________________________________________ Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures *The signature of the person executing this form of election to exercise must be guaranteed by a chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ Silvercorp\Shareholder rights plan CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. Dated: _____________________________ ____________________________________________ Signature (To be attached to each Rights Certificate.). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed if the holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, COMPUTERSHARE INVESTOR SERVICES INC. 3rd floor, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0 Attention: Manager, Client Services The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: Address: ______________________________________________________________________ ______________________________________________________________________ Social Security Insurance or Other Taxpayer Identification Number: ______________________________________________________________________ If such number of Rights shall not be all the whole Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such whole Rights shall be registered in the name of and delivered to: Full Address, including postal code: ______________________________________________________________________ ______________________________________________________________________ Social Security Insurance or Other Taxpayer Identification Number: ______________________________________________________________________ Dated: _____________ [month, day, year] Signature Guaranteed: ______________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures The signature of the person executing this power must be guaranteed by an eligible guarantor institution (banksa participant of a recognized Medallion Guarantee Program, stockbrokersfor example, savings and loan associations and a bank, credit unions with membership in an approved signature guarantee Medallion program)union, pursuant to Exchange Act Rule 17Ad-15brokerage house or by a member of a recognized stock exchange. ........................................................................................................................ (To be completed if true) The undersigned hereby represents, warrants and certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature ......................................................................................................_____________________________ Signature

FORM OF ELECTION TO EXERCISE. (To be executed if the holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, COMPUTERSHARE INVESTOR SERVICES INC. 3rd floor, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0 Attention: Manager, Client Services The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: Address: Social Security Insurance or Other Taxpayer Identification Number: If such number of Rights shall not be all the whole Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such whole Rights shall be registered in the name of and delivered to: Full Address, including postal code: Social Security Insurance or Other Taxpayer Identification Number: Dated: _____________[month, day, year] Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures The signature of the person executing this power must be guaranteed by an eligible guarantor institution (banksa participant of a recognized Medallion Guarantee Program, stockbrokersfor example, savings and loan associations and a bank, credit unions with membership in an approved signature guarantee Medallion program)union, pursuant to Exchange Act Rule 17Ad-15brokerage house or by a member of a recognized stock exchange. ........................................................................................................................ CERTIFICATION (To be completed if true) The undersigned hereby represents, warrants and certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature ......................................................................................................______________________________ Signature

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to upon exercise of Warrants on the Rights Certificate.Exercise Date) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights [ ]of the Warrants represented by this Warrant Certificate for the attached Rights Certificate to purchase the shares whole number of Participating Preferred Stock Warrant Shares issuable upon the exercise of such Rights and Warrants. The undersigned requests that certificates for a certificate representing such shares be issued in the name of: Address: Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall Warrant Shares be registered in the name of _____________________________whose address is _______________________ and that such certificate be delivered toto ____________________ whose address is _______________________________________. Any cash payments to be paid in lieu of a fractional Warrant Share should be made to ________________________ whose address is ___________________ and the check representing payment thereof should be delivered to ________________________ whose address is ____________________. Dated: Address: Name of holder of Warrant Certificate:_________________________________ (Please Print) Tax Identification or Social Security or Other Taxpayer Identification Number:__________________________ Address:_______________________________________________________________ _______________________________________________________________________ Signature:_____________________________________________________________ Note: Dated: , Signature Guaranteed: Signature (Signature The above signature must correspond to with the name as written upon the face of this Rights Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures whatever and if the certificate representing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, or if any cash payment to be paid in lieu of a fractional share is to be made to a person other than the registered holder of this Warrant Certificate, the signature of the holder hereof must be guaranteed by an eligible guarantor institution as provided in the Warrant Agreement. Dated: Signature:_____________________________________________________________ Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:__________________________________________________ [FORM OF ASSIGNMENT] For value received __________________________hereby sells, assigns and transfers unto ______________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated: Signature:_____________________________________________________________ Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:__________________________________________________ I SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS I The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants Amount of decrease Amount of Increase this Global Signature of in Number of in Number of Warrant following authorized office Date of Warrants of this Warrants of this such decrease (banksor of Warrant Exchange Global Warrant Global Warrant increase) Agent This is to be included only if the Warrant is in global form. EXHIBIT B FORM OF LEGEND FOR GLOBAL WARRANT Any Global War-rant authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, stockbrokersAND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion programA NEW YORK CORPORATION ("DTC"), pursuant TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Exchange Purchase Common Shares (the "Warrants") of Dayton Superior Corporation This Certificate relates to __________ Warrants held by (the "Transferor"). The Transferor has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the Transferor hereby certifies that the Transferor is familiar with the Warrant Agreement dated as of June 16, 2000, among Dayton Superior Corporation, an Ohio corporation, and United States Trust Company of New York, as warrant agent (the "Warrant Agreement") relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 1.08 of such Warrant Agreement, and that the transfer of this Warrant does not require registration under the Securities Act Rule 17Ad-15. ........................................................................................................................ of 1933, as amended (To be completed if true) The undersigned hereby representsthe "Act"), because*: [ ] Such Warrant is being acquired for the benefit Transferor's own account, without transfer (in satisfaction of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge Section 1.08(a)(y)(A) of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof Warrant Agreement).' [ ] Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Rights AgreementAct) in reliance on Rule 144A or is being transferred in accordance with Regulation S under the Act. [ ] Such Warrant is being transferred in accordance with Rule 144 under the Act. [ ] Such Warrant is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act, other than Rule 144A or Rule 144 or Regulation S under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Act accompanies this Certificate. [INSERT NAME OF TRANSFEROR] By:_____________________________ Date:__________________________ *Check applicable box. EXHIBIT D [Form of Transferee Letter of Representation in Connection with Transfers to Institutional Accredited Investors] DAYTON SUPERIOR CORPORATION 0000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxx 00000 Attention: General Counsel Ladies and Gentlemen: In connection with our proposed purchase of warrants to purchase Common Shares, no par value (the "Securities"). Signature ......................................................................................................, of Dayton Superior Corporation (the "Company "), we confirm that:

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise _______________________________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Address: _________________________________________ _________________________________________ _________________________________________ Address ___________________________________________________________ Social Insurance, Social Security or Other Taxpayer Identification Number: Number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Address: _________________________________________ _________________________________________ Address ___________________________________________________________ Social Insurance, Social Security or Other Taxpayer Identification NumberNumber Date: Dated__________________________ ________________________________ Signature (please print name of signatory) Signature Guarantee: , Signature Guaranteed: Signature (Signature must correspond to the name as written upon the face of this the Rights Certificate Certificate, in every particular, without alteration or enlargement enlargement, or any change whatsoever) Signatures ). Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature medallion guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ ______________________________________________________________________________ (To be completed by the exercisor if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or by any Person acting jointly or in concert therewith. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement. __________________________________ Signature (please print name of Signatory). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. Crosshair Exploration & Mining Corp. Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Insurance, Social Security or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Insurance, Social Security or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , _______________________________________________ Signature: ______________________________________________ Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures The signature of the person executing this Form of Election to Exercise must be guaranteed by a chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. __________________________________________________ Signature (To be attached to each Rights Certificate.). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise exercise_____________________________________________________________________________________________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , :__________________________________________________________________________________________ Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by an eligible guarantor institution (banksa major Schedule I Canadian chartered bank, stockbrokers, savings and loan associations and credit unions with membership in an approved signature or a member of a recognized Medallion guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ CERTIFICATE (To be completed if true) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Rights Shareholder Plan Agreement). Signature ......................................................................................................(To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The Descartes Systems Group Inc. The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares (or other, securities or title to such property) be issued in the name of: Address: Social Security ___________________________________________ (Name) ___________________________________________ (Street) ___________________________________________ (City and State or Other Taxpayer Identification Number: Province) ___________________________________________ (Country, Postal Code or Zip Code) ___________________________________________ SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Address: Social Security ______________________________________ (Name) ______________________________________ (Street) ______________________________________ (City and State or Other Taxpayer Identification Number: Province) ______________________________________ (Country, Postal Code or Zip Code) ______________________________________ SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated: , Signature Guaranteed: _____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by an eligible guarantor institution a Canadian Schedule 1 chartered bank, a major Canadian trust company, a member of a recognized stock exchange or a member of a recognized Medallion Program (banksSTAMP, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion programMSP or SEMP), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ _____________________________________________________________________________________________ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (all capitalized terms, and the phrase "acting jointly or in concert", are used as defined in the Rights Agreement). Signature ......................................................................................................Dated: ______________________________________ Signature:_____________________________________

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to upon exercise of Warrant during the Rights Certificate.Exercise Period) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise whole Rights the right, represented by the attached Rights Certificate this Warrant Certificate, to purchase ____________________ Shares and herewith tenders payment for such Shares in the shares amount of Participating Preferred Stock issuable upon $ ____________________ in accordance with the exercise of such Rights and terms hereof. The undersigned requests that certificates for a certificate representing such shares be issued in the name of: Address: Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall Shares be registered in the name of ____________________, whose address is __________________________________, and that such certificate be delivered to: Address: to ________________________________, whose address is ________________________________________. If said number of Shares is less than all the Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the balance of the Shares be registered in the name of __________________________, whose address is ________________________________________ . Any cash payments to be paid in lieu of a fractional Share should be made to ________________________________________________, whose address is ________________________________________, and the check representing payment thereof should be delivered to ___________________________, whose address is ________________________________________ . Dated:____________ Taxpayer Identification or Social Security or Other Taxpayer Identification Number: Dated: , Number ________ ____________________________________ ________________________________ (Name of holder of Warrant Certificate. Please print) Signature Address:_______________________________________________________________________ Street City State Zip Code Signature Guaranteed:___________________________________________________________ NOTE: Signature THE ABOVE SIGNATURE OF WARRANT HOLDER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. FORM OF ASSIGNMENT For value received,_________________________________________ hereby sells, assigns and transfers unto______________________________________________________ (Signature must correspond to Please print name as written upon and address) the face of this Rights Certificate in every particularwithin Warrant Certificate, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (bankstogether with all right, stockbrokerstitle and interest therein, savings and loan associations does hereby irrevocably constitute and credit unions with membership in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached Rights Certificate are not, andappoint ________________ ________________ attorney, to transfer said Warrant Certificate on the knowledge books of the undersignedwithin-named Company, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined with full power of substitution in the Rights Agreement)premises. Dated:________________ ________________________________________ Signature ......................................................................................................Signature Guaranteed:__________________________________________________________ NOTE: THE ABOVE SIGNATURE OF WARRANT HOLDER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

FORM OF ELECTION TO EXERCISE. (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. ________________________________________ The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated:______________________________________ Signature (Please print name of Signatory) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , :______________________________________ Signature (Please print name of Signatory) Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature medallion guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement). Signature ......................................................................................................(Please print name of Signatory) ..................................................................................................................................................................................................................................................................................................... (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, INC. The undersigned hereby irrevocably elects to exercise _____________________whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address: ) (City and Province) Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number. Dated: , Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc. or a commercial bank or trust company having an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership office or correspondent in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15Canada or the United States. ........................................................................................................................ …………………………………………………………………………………………………...…. 242813.v10 CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement). Signature ......................................................................................................…………………………………………………………………………………………………...…. (To be attached to each Rights Certificate.) 242813.v10

FORM OF ELECTION TO EXERCISE. (To be executed exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, STELLAR BIOTECHNOLOGIES INC. and COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably Irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such shares securities be issued in the name of: _____________________________________________________________________________________ (Name) _____________________________________________________________________________________ (Address: ) _____________________________________________________________________________________ (City and Province) ­­­­­­­­­­­_____________________________________________________________________________________ Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________________________________________________ (Name) _____________________________________________________________________________________ (Address: ) _____________________________________________________________________________________ (City and Province) _____________________________________________________________________________________ Social Security Insurance Number or Other Taxpayer Identification Number: other taxpayer identification number Dated: , _____________________________ ______________________________________ Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures *The signature of the person executing this form of transfer must be guaranteed by a chartered bank or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. Dated: ___________________________ ___________________________________ Signature (To be attached to each Rights Certificate.). Signature ......................................................................................................

FORM OF ELECTION TO EXERCISE. (To be executed if holder desires to exercise the Rights Certificate.) TO: PACIFIC SUNWEAR OF CALIFORNIA, CAE INC. The undersigned hereby irrevocably elects to exercise ________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares Shares be issued in the name ofto: Address: Social Security or Other Taxpayer Identification Number: ____________________________ (NAME) ____________________________ (ADDRESS) ____________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Address: Social Security or Other Taxpayer Identification Number: Dated: ____________________________ (NAME) ____________________________ (ADDRESS) ____________________________ (CITY AND STATE OR PROVINCE) __________________________________________________________ SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________ Signature Guaranteed: Guaranteed ________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures Signature must be guaranteed by an eligible guarantor institution a Canadian chartered bank, a Canadian trust company or a member of a recognized stock exchange or a member of the Securities Transfer Association Medallion Program (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion programStamp), pursuant to Exchange Act Rule 17Ad-15. ........................................................................................................................ (To be completed if true) TO BE COMPLETED IF TRUE The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by the attached this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in consent with any of the foregoing or any Affiliate or Associate of such Person (as defined in the Rights Agreement). __________________________________ Signature ......................................................................................................ASSIGNMENT OF AGENCIES AGREEMENT THIS AGREEMENT made as of the 15th day of January, 2001 BETWEEN: CAE INC., a company incorporated under the laws of C.B.C.A (hereinafter called the "Company") PARTY OF THE FIRST PART AND: MONTREAL TRUST COMPANY, a trust company existing under the laws of Canada PARTY OF THE SECOND PART AND: MONTREAL TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada (Montreal Trust Company and Montreal Trust Company of Canada being hereinafter referred to, either individually or collectively as the context may require, as "Montreal Trust") PARTY OF THE THIRD PART AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada with an office in the City of Toronto, in the Province of Ontario (hereinafter called "Computershare") PARTY OF THE FOURTH PART