Common use of Legend on Certificates Clause in Contracts

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY ___June , 20002005, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock outstanding certificate representing Shares that are subject to this Agreement (if certificates are issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder for Shares) shall bear the following (or a legend reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED (THE "“ACT"”), AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCH SHARES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED MADE ON THE BOOKS OF THE COMPANY UNLESS THERE IS AN EFFECTIVE SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES(AS CONFIRMED, IF REASONABLY REQUESTED BY THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGCOMPANY, INC. (THE "COMPANY") RECEIVES BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM COMPANY) OR SUCH SHARES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS AVAILABLEIN EFFECT AT THE TIME OF SUCH TRANSFER. THE SECURITIES SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT AGREEMENT, DATED AS OF FEBRUARY ___MAY 31, 20002002, BETWEEN AMONG THE PURCHASER PARTY THERETO COMPANY AND THE COMPANYOTHER PARTIES NAMED IN THE SIGNATURE PAGES THERETO, A COPY OF WHICH IS ON FILE WITH AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at The restrictions referred to in the first paragraph of the foregoing legend shall cease and terminate as to any time particular Share when such Share shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in exchange accordance with such registration or substitution for sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. The restrictions referred to in second paragraph of the foregoing legend shall cease and terminate as to any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to particular Share when the provisions of this Agreement andare no longer applicable to such Share or this Agreement shall have terminated in accordance with its terms. Whenever such restrictions shall cease and terminate as to any Shares, the holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new certificates representing such Shares of like tenor not bearing the legend set forth in the applicable paragraph set forth above; provided that, with respect to the first paragraph of the foregoing legend, the Company may reasonably request an opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject reasonably satisfactory to restrictions pursuant it to the effect that no such legend is required under the Securities Act or and applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreementor “blue sky” laws.

Legend on Certificates. Each stock certificate Certificates for Class A Shares and Class B Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Class A Share and Class B Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF 1933THE 16 TH DAY OF MARCH, AS AMENDED 2017 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN TRANSAT A.T. INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE CST TRUST COMPANY, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF) THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Class A Shares and Class B Shares that are issued and outstanding at the Record Time shall evidence one Right for each Class A Share and Class B Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate of the Company issued to ---------------------- represent any of the Management Investor upon written request to the Company representing Common Stock issued hereunder Securities shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE ACT COVERING SUCH DISPOSITION OF SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH INCLUDING RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING144, INC. (THE "COMPANY") RECEIVES PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENTTHE STOCKHOLDERS AGREEMENT DATED AS OF _____________, 1997, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented therebyoffering) shall also bear such (or substantially equivalent) legends, unless the Common Stock Security represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock Security represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock outstanding certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder Restricted Securities shall bear the following (or endorsements reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED (THE "ACT"THEN IN EFFECT), AND IN RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER MADE ON THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGBOOKS OF ALPHATEC HOLDINGS, INC. (THE "COMPANY") RECEIVES UNLESS ACCOMPANIED BY AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY (WHICH MAY BE WAIVED BY THE COMPANY), THAT AN EXEMPTION FROM SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED) OR THAT SUCH SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS AVAILABLEIN EFFECT AT THE DATE OF SUCH TRANSFER. THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT THE PROVISIONS OF STOCKHOLDERS' AGREEMENT, DATED AS OF FEBRUARY ___MARCH , 20002005, BETWEEN AMONG THE PURCHASER PARTY THERETO COMPANY AND THE COMPANY, A COPY HOLDERS SIGNATORY THERETO. NO TRANSFER OF WHICH IS SUCH SECURITIES WILL BE MADE ON FILE THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE SECRETARY TERMS OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH SAID AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to of the Company representing Common Stock issued hereunder ---------------------- to represent any of the Securities shall bear the following (or substantially equivalent) legends on the face or reverse side thereof, to the extent applicable: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE ACT COVERING SUCH DISPOSITION OF SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH INCLUDING RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING144, INC. (THE "COMPANY") RECEIVES PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION TRANSFER COMPLIES WITH THE APPLICABLE PROVISIONS OF SUCH AGREEMENTTHE STOCKHOLDERS AGREEMENT DATED AS OF JUNE 11, 1997, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented therebyoffering) shall also bear such (or substantially equivalent) legends, unless the Common Stock Security represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock Security represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGDIAMOND TRIUMPH AUTO GLASS, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___MARCH 31, 20001998, BETWEEN AMONG THE PURCHASER PARTY THERETO THERETO, GREEN EQUITY INVESTORS II, L.P., AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of Sections 1(b)(ii), 3(a), 3(b), 4, 8 and 9 of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY ___, 20002006, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate of the Company issued to represent any of the Management Investor upon written request Shares acquired pursuant to the Company representing Common Stock issued hereunder this Agreement shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SHARES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT AND AS AUTHORIZED UNDER APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, PROVIDED AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PLEDGED TO THE COMPANY PURSUANT TO A STOCK PLEDGE AGREEMENT DATED JANUARY 31, 1997, ARE SUBJECT TO CALL RIGHTS OF THE COMPANY AND OTHER LIMITATIONS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH TRANSFER IS PERMITTED BY THE PROVISIONS SAID STOCK PLEDGE AGREEMENT, A STOCK SUBSCRIPTION AGREEMENT DATED AS OF SUCH AGREEMENTJANUARY 31, 1997 AND A MANAGEMENT SERVICES AGREEMENT DATED AS OF JANUARY 31, 1997, A COPY OF EACH OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless legends except to the Common Stock extent that the Shares represented by such certificate is no longer subject to the referenced provisions of this Agreement and, and in the opinion of counsel for the Company, Company the Common Stock Shares represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities lawsuch restrictions. The Company shall not be required to transfer on its books any certificate for Common Stock Shares in violation of the provisions of this Agreement or the Management Services Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY ___MARCH 4, 20002005 (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE “RIGHTS AGREEMENT”) BETWEEN TLC VISION CORPORATION (THE PURCHASER PARTY THERETO “CORPORATION”) AND THE CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder Certificate shall bear the following (or a legend setting forth restrictions on transferability substantially equivalent) legends on the face or reverse side thereofas follows: "THE SECURITIES BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, IN A MANNER THAT WILL NOT PERMIT A DISTRIBUTION THEREOF WITHOUT FURTHER COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT, AND MAY NOT BE SOLDDIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE TRANSFERRED (INCLUDING PLEDGED BY THE HOLDER HEREOF) EXCEPT IN COMPLIANCE WITH THE ACT. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE WAS ISSUED, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER INCLUDING RECEIPT BY THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES OWNER TRUSTEE OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OWNER TRUSTEE, TO THE EFFECT THAT AN EXEMPTION THE TRANSFER IS EXEMPT FROM SUCH REGISTRATION UNDER THE ACT OR IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE IN COMPLIANCE WITH THE SECRETARY OF REGISTRATION PROVISIONS UNDER THE COMPANYACT. IN ADDITION, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTEDTRANSFERRED UNLESS THE OWNER TRUSTEE AND, TRANSFERREDIF APPLICABLE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHER HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST IN THE TRUST CONSENT TO SUCH TRANSFER AND UNLESS OTHERWISE DISPOSED TRANSFERRED IN THE MANNER PROVIDED IN ARTICLE III OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES THE TRUST AGREEMENT AND IN ACCORDANCE WITH THE PROVISIONS REQUIREMENTS THEREOF, INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT THE TRANSFEREE SIGN AND DELIVER TO THE OWNER TRUSTEE AN ACCESSION AGREEMENT IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF SUCH THE TRUST AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementAND THAT THE TRANSFEREE DELIVER TO THE OWNER TRUSTEE CERTAIN FINANCIAL STATEMENTS OR CERTIFICATIONS."

Legend on Certificates. Each stock certificate issued representing Registrable Securities which are subject to the Management Investor upon written request to the Company representing Common Stock issued hereunder this Agreement shall bear be endorsed with the following legend (in addition to any legend required by applicable state securities or substantially equivalent) legends on the face or reverse side thereof: "blue sky" laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NO SALE, AND MAY NOT TRANSFER OR OTHER DISPOSITION OF SUCH SECURITIES SHALL BE SOLD, TRANSFERRED, ASSIGNED VALID OR HYPOTHECATED EFFECTIVE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE EFFECTED IN ACCORDANCE COMPLIANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED ACT AND RESTATED MANAGEMENT SUBSCRIPTION ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS AND STOCKHOLDERS THE RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY ___SEPTEMBER 14, 20002004, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANYANY AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE WITH AVAILABLE FOR INSPECTION AT THE SECRETARY OFFICES OF THE COMPANY, AND . NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE SECURITIES REPRESENTED BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EVIDENCE OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES COMPLIANCE WITH THE PROVISIONS TERMS OF SUCH REGISTRATION RIGHTS AGREEMENT. ." Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends legend (except a new certificate issued upon the completion of a public distribution of Common Stock securities of Packaging Dynamics represented thereby) shall also bear such (or substantially equivalent) legendslegend, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Companycounsel, reasonably acceptable to Packaging Dynamics, the Common Stock Registrable Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities lawcontained in Section 11 of this Agreement. The Company shall Packaging Dynamics agrees that it will not be required to transfer on its books any certificate for Common Stock Registrable Securities in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate or warrant certificate issued to represent the Management Investor upon written request to Securities and the Company representing Common Stock issued hereunder Warrant Shares shall bear the following (or a substantially equivalent) legends conspicuous legend on the face or reverse side thereof: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 AND ANY APPLICABLE STATE SECURITIES LAW OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND QUALIFICATION ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENTREQUIRED. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) legend shall also bear such (or substantially equivalent) legendslegend, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock Securities or the Warrant Shares represented thereby need no longer be subject to the restrictions pursuant to the Act or applicable state securities lawcontained in this Agreement. The Company shall not be required to transfer on its books any certificate for Common Stock the Securities or the Warrant Shares in violation of the provisions of this Agreementthe Purchaser Documents. The Company shall give appropriate stop transfer instructions to its stock transfer agent with respect to the Securities and the Warrant Shares.

Legend on Certificates. Each stock certificate Certificates for Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 1ST DAY OF NOVEMBER, AS AMENDED 2000 (THE "ACTRIGHTS AGREEMENT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, ) BETWEEN GOLDCORP INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND MONTREAL TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Shares that are issued and outstanding at the Record Time shall evidence one Right for each Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate (a) Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT MADE AS OF 1933DECEMBER 21, AS AMENDED 2017 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN DIAMEDICA THERAPEUTICS INC. (THE "“COMPANY"”) RECEIVES AN OPINION AND COMPUTERSHARE INVESTOR SERVICES INC., AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF) THE TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Common Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 1ST DAY OF FEBRUARY, 1995 AND AMENDED AND RESTATED AS AMENDED OF APRIL 28, 1995, MARCH 5, 1998 AND MAY 7, 1998 (THE "ACTRIGHTS AGREEMENT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, BETWEEN ST. LAURENT PAPERBOARD INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE MONTREAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IT IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the close of this Agreementbusiness on the earlier of the Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF •, 2014 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE “RIGHTS AGREEMENT”) BETWEEN POET TECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR Holding LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___AS, 20002011, BETWEEN THE PURCHASER PARTY THERETO XXXX XXXX AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR Holding LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR Holding LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock certificate issued representing Shares shall (unless otherwise permitted by the provisions of this Agreement be stamped or otherwise imprinted with a legend (in addition to any legends as may be required pursuant to applicable state securities laws) substantially similar to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED OR HYPOTHECATED BY A HOLDER UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AND UNTIL THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE SECURITIES ARE REGISTERED UNDER THE ACT OR LIBERTY GROUP PUBLISHINGAN EXEMPTION FROM REGISTRATION IS AVAILABLE AND, INC. (IF REQUIRED BY THE "COMPANY") RECEIVES , THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AND ALL RIGHTS HEREIN ARE SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION PLEDGE OR OTHER DISPOSITION COMPLIES GRANT OF A SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 20, 2005 AMONG THE COMPANY’S STOCKHOLDERS. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsANY SALE, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andPLEDGE, in the opinion of counsel for the CompanyGIFT, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementBEQUEST, TRANSFER, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.

Legend on Certificates. (a) Each certificate for capital stock certificate issued of the Company held by the Restricted Stockholders, JPMP or AON (or a PCP Entity for the account of JPMP or AON), as the case may be, shall be stamped or otherwise imprinted with the legends in substantially the following forms, until such time as any Restricted Securities (i) are registered pursuant to the Management Investor upon written request Securities Act or (ii) are freely Transferable, in the opinion of counsel (such opinion to be reasonably acceptable to the Company) to such Restricted Stockholder, JPMP or AON, as the case may be, with respect to such Restricted Securities held by, or attributable to, such counsel's client, pursuant to Rule 144(k) promulgated under the Securities Act, at which time the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) cooperate with such holder to ensure that such legends on the face or reverse side thereofare removed as promptly as practicable: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE ACT COVERING REGISTRATION REQUIREMENTS OF SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLELAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN RESTRICTED BY THAT CERTAIN SECOND AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION STOCKHOLDERS AGREEMENT, BY AND AMONG, AENEAS VENTURE CORPORATION, INTERNATIONAL MOTOR CARS GROUP I, L.L.C., INTERNATIONAL MOTOR CARS GROUP II, L.L.C., J.P. MORGAN PARTNERS (BHCA), L.P., MITSUI & CO., LTD., MITSUX & XX. (XXA), INC., PENSKE CORPORATION, PENSKE AUTOMOTIVE HOLDINGS CORP., PENSKE CAPITAL PARTNERS, L.L.C., VIRGINIA SURETY COMPANY, INC., AND UNITED AUTO GROUP, INC., A COUNTERPART OF WHICH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS HAS BEEN PLACED ON FILE BY THE COMPANY AT ITS PRINCIPAL PLACE OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO BUSINESS AND THE COMPANY, ITS REGISTERED OFFICE. A COPY OF WHICH IS ON FILE WITH SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE SECRETARY COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement."

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 10th DAY OF APRIL, AS AMENDED 2019 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE Theratechnologies 2019 Shareholder Rights Plan AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002012, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXXX XXXXXXX, SEACASTLE INC., INTERPOOL, INC., D/B/A TRAC INTERMODAL™ AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Common Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 23rd DAY OF FEBRUARY, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC0000 XXXXXXX XXXXXXXX INDUSTRIES LTD. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND AST TRUST COMPANY (CANADA), AS RIGHTS AGENT (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF) (THE "RIGHTS AGREEMENT"), THE TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend, until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002015, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXX XXXXXXXX, INTERPOOL, INC., D/B/A TRAC INTERMODAL AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 10th DAY OF APRIL, AS AMENDED 2019 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate representing Management Shares from time to time issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder and outstanding shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS THE PROVISIONS OF THE 1999 STOCKHOLDERS' AGREEMENT DATED AS OF FEBRUARY ___SEPTEMBER 23, 20001999 AMONG SIMMXXX XXXDINGS, BETWEEN INC., THE PURCHASER PARTY THERETO HOLDER OF THIS CERTIFICATE AND THE COMPANYOTHER PARTIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSIMMXXX HOLDINGS, INC. AND WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY SIMMXXX XXXDINGS INC. OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTEDMADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) IF SIMMXXX XXXDINGS, TRANSFERREDINC. HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, SOLDWHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO SIMMXXX XXXDINGS, ASSIGNEDINC., PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS TO THE EFFECT THAT SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementSTATE SECURITIES AND BLUE SKY LAWS.

Legend on Certificates. Each stock certificate issued A statement substantively identical to the Management Investor upon written request to following shall be inscribed on all certificates representing shares of Common Stock and Preferred Stock of the Company representing Common Stock issued hereunder shall bear now owned or hereafter acquired by the following (or substantially equivalent) legends on Stockholders during the face or reverse side thereofterm of this Agreement: “THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK, COMMON AND PREFERRED STOCK. A STATEMENT OF ALL OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON THE RESPECTIVE CLASSES OR SERIES OF SHARES OF STOCK OF THE COMPANY AND UPON THE HOLDERS THEREOF AS ESTABLISHED BY THE CERTIFICATE OF INCORPORATION MAY BE OBTAINED BY ANY STOCKHOLDER UPON REQUEST AT THE PRINCIPAL OFFICE OF THE COMPANY, AND THE COMPANY WILL FURNISH ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A COPY OF SUCH STATEMENT.” “THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], [2012] AMONG THE STOCKHOLDERS OF THE COMPANY, WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE "ACT"), SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED ACT OF 1933, AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYAMENDED, AND THE APPLICABLE STATE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementLAWS.”

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"’), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY ___March 1, 20002006, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF ·, 2014 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE “RIGHTS AGREEMENT”) BETWEEN POET TECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued A statement substantively identical to the Management Investor upon written request following shall be inscribed on all certificates representing the Shares, including any certificates issued in the name of a subsequent holder as may be required: “THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK, COMMON AND PREFERRED STOCK. A STATEMENT OF ALL OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON THE RESPECTIVE CLASSES OR SERIES OF SHARES OF STOCK OF THE COMPANY AND UPON THE HOLDERS THEREOF AS ESTABLISHED BY THE CERTIFICATE OF INCORPORATION MAY BE OBTAINED BY ANY STOCKHOLDER UPON REQUEST AT THE PRINCIPAL OFFICE OF THE COMPANY, AND THE COMPANY WILL FURNISH ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A COPY OF SUCH STATEMENT.” “THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF THAT CERTAIN JOINDER AGREEMENT DATED JANUARY 5, 2011 BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THIS CERTIFICATE AND THAT CERTAIN INVESTOR AGREEMENT DATED JANUARY 5, 2011 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: omitted portions. BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THIS CERTIFICATE. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. A COPY OF EACH SUCH AGREEMENT AS IN EFFECT FROM TIME TO TIME IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED TRANSFERRED UNLESS THERE (X) THE SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIESAND COMPLIES WITH APPLICABLE STATE SECURITIES LAWS, (Y) THE SALE OR TRANSFER IS MADE IN ACCORDANCE COMPLIANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT AND COMPLIES WITH APPLICABLE STATE SECURITIES LAWS, OR LIBERTY GROUP PUBLISHING, INC. (Z) THE "COMPANY") COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY COMPANY) STATING THAT AN EXEMPTION THE SALE OR TRANSFER IS EXEMPT FROM SUCH THE REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY PROSPECTUS DELIVERY REQUIREMENTS OF THE COMPANY, ACT AND THE APPLICABLE STATE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementLAWS.”

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing shares of Common Stock from time to time issued hereunder and outstanding shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS THE PROVISIONS OF THE 1998 STOCKHOLDERS' AGREEMENT DATED AS OF FEBRUARY _OCTOBER __, 20001998 AMONG SIMMXXX XXXDINGS, BETWEEN INC., THE PURCHASER PARTY THERETO HOLDER OF THIS CERTIFICATE AND THE COMPANYOTHER PARTIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSIMMXXX XXXDINGS, INC. AND WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY SIMMXXX XXXDINGS INC. OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTEDMADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) IF SIMMXXX XXXDINGS, TRANSFERREDINC. HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, SOLDWHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO SIMMXXX XXXDINGS, ASSIGNEDINC., PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS TO THE EFFECT THAT SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementSTATE SECURITIES AND BLUE SKY LAWS.

Legend on Certificates. Each stock certificate issued to Warrant shall have indorsed in writing, stamped or printed, upon the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear back thereof, the following legends (or substantially equivalentlegends of similar effect): THIS WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO THE PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) legends on the face or reverse side thereof: OF A SECURITYHOLDERS AGREEMENT DATED AS OF MAY 1, 2002 (THE "AGREEMENT') BY AND AMONG R.A.B. HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND THE OTHER SIGNATORIES THERETO. A COPY OF THE AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, IS MAINTAINED WITH THE CORPORATE RECORDS OF THE COMPANY AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY, 000 XXXXXXX XXXXXX, XXXXX 000, XXX XXXX, XXX XXXX 00000. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MUST BE HELD INDEFINITELY, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, GIFTED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OF THE SECURITIES OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE ACCEPTABLE TO THE COMPANY AND WHICH COUNSEL SHALL BE ACCEPTABLE TO THE COMPANY, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. And each certificate representing Warrant Shares shall have indorsed in writing, stamped or printed, upon the back thereof, the following legends (or legends of similar effect): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A SECURITYHOLDERS AGREEMENT DATED AS OF MAY 1, 2002 (THE "AGREEMENT') BY AND AMONG R.A.B. HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND THE OTHER SIGNATORIES THERETO. A COPY OF THE AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, IS MAINTAINED WITH THE CORPORATE RECORDS OF THE COMPANY AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY, 000 XXXXXXX XXXXXX, XXXXX 000, XXX XXXX, XXX XXXX 00000. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MUST BE HELD INDEFINITELY, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED, HYPOTHECATED, GIFTED OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIESTHE TRANSFER OF THE SHARES OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE ACCEPTABLE TO THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE COMPANY AND WHICH COUNSEL SHALL BE ACCEPTABLE TO THE COMPANY, THAT REGISTRATION UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementREQUIRED.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR Holding LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___DECEMBER 8, 20002010, BETWEEN THE PURCHASER PARTY THERETO XXXXXX XXXXXX AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR Holding LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR Holding LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 1, 20002009, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY ___MARCH 1, 20002006, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. (a) Each certificate for capital stock certificate issued of the Company held by the Restricted Stockholders, JPMP or AON (or a PCP Entity for the account of JPMP or AON), as the case may be, shall be stamped or otherwise imprinted with the legends in substantially the following forms, until such time as any Restricted Securities (i) are registered pursuant to the Management Investor upon written request Securities Act or (ii) are freely Transferable, in the opinion of counsel (such opinion to be reasonably acceptable to the Company) to such Restricted Stockholder, JPMP or AON, as the case may be, with respect to such Restricted Securities held by, or attributable to, such counsel's client, pursuant to Rule 144(k) promulgated under the Securities Act, at which time the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) cooperate with such holder to ensure that such legends on the face or reverse side thereofare removed as promptly as practicable: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE ACT COVERING REGISTRATION REQUIREMENTS OF SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLELAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN RESTRICTED BY THAT CERTAIN SECOND AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION STOCKHOLDERS AGREEMENT, BY AND AMONG, AENEAS VENTURE CORPORATION, INTERNATIONAL MOTOR CARS GROUP I, L.L.C., INTERNATIONAL MOTOR CARS GROUP II, L.L.C., J.P. MORGAN PARTNERS (BHCA), L.P., MITSUI & CO., XXX., XXXXUI & CO. (USA), INC., PENSKE CORPORATION, PENSKE AUTOMOTIVE HOLDINGS CORP., PENSKE CAPITAL PARTNERS, L.L.C., VIRGINIA SURETY COMPANY, INC., AND UNITED AUTO GROUP, INC., A COUNTERPART OF WHICH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS HAS BEEN PLACED ON FILE BY THE COMPANY AT ITS PRINCIPAL PLACE OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO BUSINESS AND THE COMPANY, ITS REGISTERED OFFICE. A COPY OF WHICH IS ON FILE WITH SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE SECRETARY COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement."

Legend on Certificates. Each stock certificate issued to represent the Management Investor upon written request to the Company representing Common Stock issued hereunder Purchaser Shares shall bear the following (or a substantially equivalent) legends conspicuous legend on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 UNDER THE ACT COVERING SUCH SECURITIESACT; PROVIDED THAT, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY TRANSLATION GROUP LTD., THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) legend shall also bear such (or substantially equivalent) legendslegend, unless the Common Stock represented by such certificate is no longer subject to the provisions restrictions contained in Section 5.1 of this Agreement and, are no longer effective and in the opinion of counsel for Purchaser the Company, the Common Stock Purchaser Shares represented thereby need no longer be subject to the restrictions pursuant to the Act or applicable state securities lawcontained in this Agreement. The Company Purchaser shall not be required to transfer on its books any certificate for Common Stock the Purchaser Shares in violation of the provisions of this Agreement. Purchaser shall give appropriate stop transfer instructions to its stock transfer agent with respect to the Purchaser Shares.

Legend on Certificates. Each stock certificate issued A statement substantively identical to the Management Investor upon written request to following shall be inscribed on all certificates representing shares of Common Stock and Preferred Stock of the Company representing Common Stock issued hereunder shall bear now owned or hereafter acquired by the following (or substantially equivalent) legends on Stockholders during the face or reverse side thereofterm of this Agreement: “THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK, COMMON AND PREFERRED STOCK. A STATEMENT OF ALL OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON THE RESPECTIVE CLASSES OR SERIES OF SHARES OF STOCK OF THE COMPANY AND UPON THE HOLDERS THEREOF AS ESTABLISHED BY THE CERTIFICATE OF INCORPORATION MAY BE OBTAINED BY ANY STOCKHOLDER UPON REQUEST AT THE PRINCIPAL OFFICE OF THE COMPANY, AND THE COMPANY WILL FURNISH ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A COPY OF SUCH STATEMENT.” “THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF A CERTAIN FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF MARCH 14, 2013 AMONG THE STOCKHOLDERS OF THE COMPANY, WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE "ACT"), SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED ACT OF 1933, AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYAMENDED, AND THE APPLICABLE STATE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementLAWS.”

Legend on Certificates. Each stock outstanding certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder Restricted Securities shall bear the following (or endorsements reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED (THE "ACT"THEN IN EFFECT), AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER MADE ON THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGBOOKS OF HEALTHPOINTCAPITAL DENTAL HOLDINGS, INC. (THE "“COMPANY"”) RECEIVES UNLESS ACCOMPANIED BY AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY (WHICH MAY BE WAIVED BY THE COMPANY), THAT AN EXEMPTION FROM SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED) OR THAT SUCH SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS AVAILABLEIN EFFECT AT THE DATE OF SUCH TRANSFER. THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT THE PROVISIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF FEBRUARY ___APRIL 15, 20002008, BETWEEN AMONG THE PURCHASER PARTY THERETO COMPANY AND THE COMPANY, A COPY HOLDERS SIGNATORY THERETO. NO TRANSFER OF WHICH IS SUCH SECURITIES WILL BE MADE ON FILE THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE SECRETARY TERMS OF THE COMPANY, AND SAID AGREEMENT. VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH IS SUBJECT TO THE PROVISIONS OF SUCH A STOCKHOLDERS’ AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andDATED AS OF APRIL 15, in the opinion of counsel for the Company2008, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementAMONG THE COMPANY AND THE HOLDERS SIGNATORY THERETO.

Legend on Certificates. Each stock If, in the Parent’s sole discretion, share certificates are issued to Xxxxx prior to the closing of the IPO, each share certificate issued to the Management Investor upon written request to the Company Xxxxx representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SEACASTLE INC. (THE "COMPANY"“PARENT”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY PARENT THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___SEPTEMBER 5, 20002007, BETWEEN THE PURCHASER PARTY THERETO BY AND THE COMPANYAMONG XXXXXX X. XXXXX, INTERPOOL, INC. AND PARENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYPARENT, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanyParent, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company Parent shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Common Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933MARCH 30, AS AMENDED (THE "ACT")2017, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, BETWEEN RICHMONT MINES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION AND COMPUTERSHARE INVESTOR SERVICES INC., AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF) (THE “RIGHTS AGREEMENT”) THE TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT Shareholder Rights Plan Agreement CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to The Stockholders agree that the Management Investor upon written request to following legend or such legend as shall be substituted therefor by amendment of this Agreement shall be placed on the Company certificates representing any Common Stock issued hereunder owned by each of them and shall bear the following (or substantially equivalent) legends be maintained on the face or reverse side thereofeach and every such certificate so long as this Agreement remains in effect: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL (I) REGISTERED UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE SECUR-ITIES ACT OR LIBERTY GROUP PUBLISHINGAPPLICABLE STATE SECURITIES LAW, OR (II) IN THE WRIT-TEN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO CENTRAL FREIGHT LINES, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM ., A NEVADA CORPORATION, SUCH REGISTRATION OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS AVAILABLEIN COM-PLI-ANCE THEREWITH. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT SUB-JECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT THE PROVISIONS OF A STOCKHOLDERS' AGREE-MENT DATED AS OF FEBRUARY ___[ ], 20002006, BETWEEN AMONG CENTRAL FREIGHT LINES, INC., A NEVADA CORPORATION, XXXXX XXXXX, AND EACH OF THE PURCHASER PARTY THERETO STOCKHOLDERS AND EACH OF THE COMPANYOPTIONHOLDERS OF CENTRAL FREIGHT LINES, INC. NAMED THEREIN (THE "STOCK-HOLDERS' AGREEMENT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANS-FERRED, PLEDGED OR HYPO-THECATED EXCEPT IN ACCOR-DANCE WITH THE STOCK-HOLDERS' AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement."

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Participant prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company Participant representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED A RESTRICTED STOCK UNIT AWARD AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 1, 20002016, BY AND BETWEEN THE PURCHASER PARTY THERETO [NAME], INTERPOOL, INC., D/B/A TRAC INTERMODAL, AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 25TH DAY OF AUGUST, AS AMENDED 2011 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN DIAMEDICA INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF) THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to represent the Management Investor upon written request to the Company representing Common Stock issued hereunder Twinlab Shares shall bear the following (or a substantially equivalent) legends conspicuous legend on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE SOLD EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 UNDER THE ACT COVERING SUCH SECURITIESACT; PROVIDED THAT, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY TWINLAB CORPORATION, THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) legend shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities lawlegend. The Company TWINLAB shall not be required to transfer on its books any certificate for Common Stock the Twinlab Shares in violation of the provisions of this Agreement. TWINLAB shall give appropriate stop transfer instructions to its stock transfer agent with respect to the TWINLAB Shares.

Legend on Certificates. Each stock certificate Certificates for Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE -- TH DAY OF NOVEMBER, AS AMENDED 2000 (THE "ACTRIGHTS AGREEMENT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, ) BETWEEN GOLDCORP INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND MONTREAL TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Shares that are issued and outstanding at the Record Time shall evidence one Right for each Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued representing Shares shall (unless otherwise permitted by the provisions of this Agreement or that certain Registration Rights Agreement, dated of even date herewith, by and between the Company and the Management Stockholders (the “Registration Rights Agreement”)) be stamped or otherwise imprinted with a legend (in addition to any legends as may be required pursuant to applicable state securities laws) substantially similar to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“ACT"), ”) AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED OR HYPOTHECATED BY A HOLDER UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AND UNTIL THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE SECURITIES ARE REGISTERED UNDER THE ACT OR LIBERTY GROUP PUBLISHINGAN EXEMPTION FROM REGISTRATION IS AVAILABLE AND, INC. (IF REQUIRED BY THE "COMPANY") RECEIVES , THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AND ALL RIGHTS THEREIN ARE SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION PLEDGE OR OTHER DISPOSITION COMPLIES GRANT OF A SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 2, 2004 AMONG THE COMPANY’S STOCKHOLDERS. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsANY SALE, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andPLEDGE, in the opinion of counsel for the CompanyGIFT, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementBEQUEST, TRANSFER, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED THEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.

Legend on Certificates. Each stock certificate issued representing Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend (in addition to any legends as may be required pursuant to applicable state securities laws) substantially similar to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED OR HYPOTHECATED BY A HOLDER UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AND UNTIL THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE SECURITIES ARE REGISTERED UNDER THE ACT OR LIBERTY GROUP PUBLISHINGAN EXEMPTION FROM REGISTRATION IS AVAILABLE AND, INC. (IF REQUIRED BY THE "COMPANY") RECEIVES , THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AND ALL RIGHTS HEREIN ARE SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION PLEDGE OR OTHER DISPOSITION COMPLIES GRANT OF A SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 4, 2008 AMONG THE COMPANY’S STOCKHOLDERS AND THE COMPANY. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsANY SALE, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andPLEDGE, in the opinion of counsel for the CompanyGIFT, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementBEQUEST, TRANSFER, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.

Legend on Certificates. Each stock outstanding certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder Restricted Shares shall bear the following (or an endorsement reading substantially equivalent) legends on the face or reverse side thereofas follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT NEITHER BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 NOR REGISTERED OR QUALIFIED UNDER THE "ACT")SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, SOLD OR TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION UNDER SAID SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF THE STATE OR STATES IN WHICH THEY WILL BE SOLD OR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY PURSUANT TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. OR QUALIFICATION REQUIREMENTS." "TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT IS RESTRICTED PURSUANT TO THE TERMS OF AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS ASSET PURCHASE AGREEMENT DATED AS OF FEBRUARY _____________ ____, 20002005 AND A LOCK-UP AGREEMENT DATED ___________ _____, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY200__, AND THE ANY TRANSFER OF ANY SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS IN VIOLATION OF SUCH AGREEMENTAGREEMENTS IS VOID." SURVIVAL OF REPRESENTATIONS, WARRANTIES,COVENANTS AND AGREEMENTS Survival of Representations, Warranties, Covenants and Agreements. Any stock certificate issued at Notwithstanding any time right of Purchaser (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in exchange or substitution for any certificates bearing such legends (except a new certificate issued this Agreement, Corporation, Shareholder and Purchaser have the right to rely fully upon the completion representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of Corporation, Shareholder and Purchaser contained in this Agreement will survive the Closing (a) in the case of the representations and warranties contained in Sections 2.02, 2.08, 2.11, 2.12, 2.14 and 2.24, until the date thirty (30) days following the expiration of the statute of limitations applicable to the subject matter thereof, (b) in the case of all other representations and warranties set forth in Article II or III, until the date which is thirty-six (36) months following the Closing Date, (c) in the case of the covenants and agreements contained in Sections 1.06, 4.10 and 4.11 and any other covenants and agreements which by their terms expressly survive for a public distribution specified period of Common Stock represented therebytime, in accordance with their respective terms, and (d) in the case of all other covenants and agreements set forth herein, until the expiration of the statute of limitations applicable thereto, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clauses (a) - (d) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall also bear have been timely given under Article IX on or prior to such (termination date, until the related claim for indemnification has been satisfied or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, otherwise resolved as provided in Article IX and in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Escrow Agreement.

Legend on Certificates. Each stock certificate issued representing Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend (in addition to any legends as may be required pursuant to applicable state securities laws) substantially similar to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED OR HYPOTHECATED BY A HOLDER UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AND UNTIL THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE SECURITIES ARE REGISTERED UNDER THE ACT OR LIBERTY GROUP PUBLISHINGAN EXEMPTION FROM REGISTRATION IS AVAILABLE AND, INC. (IF REQUIRED BY THE "COMPANY") RECEIVES , THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AND ALL RIGHTS HEREIN ARE SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION PLEDGE OR OTHER DISPOSITION COMPLIES GRANT OF A SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF AUGUST 31, 2016 AMONG THE COMPANY’S STOCKHOLDERS AND THE COMPANY, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsANY SALE, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andPLEDGE, in the opinion of counsel for the CompanyGIFT, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementBEQUEST, TRANSFER, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR Holding LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002010, BETWEEN THE PURCHASER PARTY THERETO XXXXX XXXXXXX AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR Holding LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR Holding LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___DECEMBER 1, 20002013, BY AND BETWEEN THE PURCHASER PARTY THERETO XXX X. XXXX, INTERPOOL, INC., D/B/A TRAC INTERMODAL AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002012, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXXX XXXXXXX, SEACASTLE INC., INTERPOOL INC., D/B/A TRAC INTERMODAL™ AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF NOVEMBER 17, 2003 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE "RIGHTS AGREEMENT") BETWEEN SAND TECHNOLOGY INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002016, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXXX XXXXXX, INTERPOOL, INC., D/B/A TRAC INTERMODAL AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF DECEMBER 23, 2010 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE "RIGHTS AGREEMENT") BETWEEN ROYAL STANDARD MINERALS INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR Holding LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR Holding LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR Holding LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock certificate issued to than, if requested by GS Inc., the Management Investor upon written request to the Company representing 9,000,000 shares of Common Stock issued hereunder to be sold in the secondary offering as part of the IPO) and thereafter, unless otherwise agreed by GS Inc. and KAA, shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), ) OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, EXCHANGED, TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF (EACH, A "TRANSFER") EXCEPT PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING AND, IF APPLICABLE, SUCH SECURITIES, OTHER SECURITIES LAWS AND FOLLOWING RECEIPT BY THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGGOLDXXX XXXHX XXXUP, INC. (THE "COMPANYCORPORATION") RECEIVES AN OF A LEGAL OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY IT THAT AN EXEMPTION FROM SUCH REGISTRATION TRANSFER IS AVAILABLEPERMITTED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGEDPARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION ONLY IN ACCORDANCE THEREWITH. THE SHARES MAY BE REGISTERED ONLY IN THE NAME OF KAA OR OTHER DISPOSITION COMPLIES OF THE CHASE MANHATTAN BANK OR ITS NOMINEE AS CUSTODIAN FOR KAA. ANY HEDGING TRANSACTIONS UNDERTAKEN IN RELATION TO THE SHARES MUST COMPLY WITH THE PROVISIONS OF SUCH HEDGING RESTRICTIONS SET FORTH IN THE LETTER AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsTHE SHARES MAY NOT BE VOTED IN A MANNER INCONSISTENT WITH THE VOTING AGREEMENT, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andDATED AS OF APRIL 30, in the opinion of counsel for the Company1999, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementAMONG THE BISHXX ESTATE, KAA AND THE CORPORATION.

Legend on Certificates. Each stock certificate of the Company issued to the Management Investor upon written request to the Company representing Common represent any Stock issued hereunder shall bear the following (or a substantially equivalent) legends conspicuous legend on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE ACT COVERING SUCH DISPOSITION OF SECURITIES, INCLUDING RULE 144, PROVIDED THAT, EXCEPT AS OTHERWISE PROVIDED IN THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER STOCK SUBSCRIPTION AGREEMENT DATED AS OF SEPTEMBER , 1992 AMONG THE ACT OR LIBERTY GROUP PUBLISHINGCOMPANY, INC. (THE "COMPANY") RECEIVES PURCHASER OF THESE SECURITIES AND GREEN EQUITY INVESTORS, L.P., AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY COMPANY, THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends legend (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendslegend, unless the Common Stock represented by such certificate is no longer subject to the provisions restrictions contained in Section 2 of this Agreement and, are no longer effective and in the opinion of counsel for the Company, Company the Common Stock represented thereby need no longer be subject to the restrictions pursuant contained in Sections 2 and 3 of this Agreement. The provisions of Sections 2, 3 and 4 of this Agreement shall be binding upon, and shall inure to the Act benefit of, the Purchaser and all subsequent holders of the Stock who acquired the same directly or applicable state securities lawindirectly from the Purchaser in a transaction or series of transactions not involving any public offering (collectively with the Purchaser, "Holders"). The Company shall agrees that it will not be required to transfer on its books any certificate for Common the Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each Without limiting the provisions of Section 2.1 or 2.2 hereof, no Stockholder shall make any transfer of any shares of capital stock certificate issued of GGS (or interest therein) if such action would constitute a violation of any federal or state securities or blue sky laws, or if (other than in the case of a transfer by Stonington) such transfer would subject GGS to any reporting obligations under the Exchange Act. No transfer of any shares of capital stock of GGS shall be effective (other than in connection with transfers pursuant to Article V hereof) unless GGS, upon its request, has been furnished with an opinion of counsel for the Stockholder, which opinion and counsel shall be reasonably satisfactory to GGS, to the Management Investor upon written request effect that such transfer is exempt from the registration provisions of Section 5 of the Securities Act and the rules and regulations in effect thereunder and such transfer can be effected without similar registration under applicable state securities or "blue sky" laws. Any such opinion may be delivered by counsel to GGS, and, in the case of any transfer pursuant to a Drag-Along Right, shall be delivered by counsel to GGS. Any attempt to transfer any Shares or Nonvoting Shares (or interest therein) not in accordance with this Agreement shall be null and void and neither the Company nor any transfer agent of such securities shall transfer upon the books of GGS any shares of capital stock of GGS to any Person unless such transfer or attempted transfer is permitted by this Agreement. Each certificate representing Common Stock issued hereunder Shares or Nonvoting Shares shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT DATED AS OF ________ __, 1996 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF GGS HOLDINGS, INC. AND WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY GGS HOLDINGS, INC. OF A WRITTEN REQUEST THEREFOR FROM SUCH AGREEMENTSTOCKHOLDER). Any stock NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT AS OTHERWISE PROVIDED IN SUCH STOCKHOLDERS' AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ANY APPLICABLE STATE SECURITIES, OR "BLUE SKY," LAWS, OR (B) IF GGS HOLDINGS, INC. HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO GGS HOLDINGS, INC., TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH STATE SECURITIES, OR "BLUE SKY," LAWS. In addition, each such certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (other legends as GGS may deem necessary or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreementappropriate.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY ___MARCH 4, 20002005 (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE "RIGHTS AGREEMENT") BETWEEN TLC VISION CORPORATION (THE PURCHASER PARTY THERETO "CORPORATION") AND THE CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued representing Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend (in addition to any legends as may be required pursuant to applicable state securities laws) substantially similar to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED ASSIGNED, PLEDGED OR HYPOTHECATED BY A HOLDER UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AND UNTIL THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE SECURITIES ARE REGISTERED UNDER THE ACT OR LIBERTY GROUP PUBLISHINGAN EXEMPTION FROM REGISTRATION IS AVAILABLE AND, INC. (IF REQUIRED BY THE "COMPANY") RECEIVES , THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AND ALL RIGHTS HEREIN ARE SUBJECT TO AND TRANSFERABLE (INCLUDING WITHOUT LIMITATION BY WAY OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION PLEDGE OR OTHER DISPOSITION COMPLIES GRANT OF A SECURITY INTEREST THEREIN) ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 21, 2008 AMONG THE COMPANY’S STOCKHOLDERS AND THE COMPANY. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legendsANY SALE, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement andPLEDGE, in the opinion of counsel for the CompanyGIFT, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementBEQUEST, TRANSFER, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID STOCKHOLDERS’ AGREEMENT SHALL BE INVALID.

Legend on Certificates. Each stock certificate issued to the Management Investor Grantee upon written request to the Company or FECR Holding LLC (as applicable) representing Common Stock Issued Securities issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF FEBRUARY ___NOVEMBER 8, 20002010, BETWEEN THE PURCHASER PARTY THERETO XXXX X. XXXXXXXX AND THE COMPANYFECR RAIL CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY[entity to be inserted], AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock security certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock Issued Securities represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock Issued Securities represented by such certificate is are no longer subject to the provisions of this RSU Agreement and, in the opinion of counsel for the CompanyCompany or FECR Holding LLC, as applicable, the Common Stock Issued Securities represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company and FECR Holding LLC shall not be required to transfer on its their books any certificate for Common Stock Issued Securities in violation of the provisions of this RSU Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF AUGUST 22, 2014 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE “RIGHTS AGREEMENT”) BETWEEN POET TECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: thereof THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SEACASTLE INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 1, 20002006, BETWEEN THE PURCHASER PARTY THERETO XXXXXX. XXXX AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, TRANSFERRED SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing shares of Common Stock from time to time issued hereunder and outstanding shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS THE PROVISIONS OF THE 1998 STOCKHOLDERS' AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 29, 20001998 AMONG SIMMXXX XXXDINGS, BETWEEN INC., THE PURCHASER PARTY THERETO HOLDER OF THIS CERTIFICATE AND THE COMPANYOTHER PARTIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSIMMXXX XXXDINGS, INC. AND WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY SIMMXXX XXXDINGS INC. OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTEDMADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ANY APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) IF SIMMXXX XXXDINGS, TRANSFERREDINC. HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, SOLDWHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO SIMMXXX XXXDINGS, ASSIGNEDINC., PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS TO THE EFFECT THAT SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementSTATE SECURITIES AND BLUE SKY LAWS.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 10, 2003 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, THE "RIGHTS AGREEMENT") BETWEEN 724 SOLUTIONS INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY TO CANADA, AS RIGHTS AGENT, THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED TERMS OF WHICH ARE INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate The Subscriber understands that all certificates representing the Offered Securities sold in the United States as part of the Offering, as well as all certificates issued in exchange for or in substitution of the foregoing securities, until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws will bear a legend to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereofeffect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY [IF THE OFFERED SECURITIES ARE ISSUED AS SUBSCRIPTION RECEIPTS, ADD: AND THE SECURITIES ISSUED UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING BY PURCHASING SUCH SECURITIES, AGREES FOR THE SALE IS MADE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE 904 OF REGULATION S UNDER THE ACT OR LIBERTY GROUP PUBLISHINGU.S. SECURITIES ACT, INC. (THE "COMPANY"C) RECEIVES AN OPINION OF COUNSEL SATISFACTORY PURSUANT TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE. THE , AND IN COMPLIANCE WITH ANY STATE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE LAWS OR (D) WITH THE SECRETARY PRIOR WRITTEN CONSENT OF THE COMPANY, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND THE ANY APPLICABLE STATE SECURITIES REPRESENTED BY LAWS. and that all certificates representing the Offered Securities (if the Offered Securities are to be issued as Shares) and the Underlying Shares (if the Offered Securities are to be issued as Subscription Receipts), as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the legend set forth above and shall bear the following additional legend: DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE 'GOOD DELIVERY' MAY BE VOTEDOBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, TRANSFERREDIN A FORM SATISFACTORY TO THE REGISTER AND TRANSFER AGENT OF THE COMPANY, SOLDTO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; provided that (i) if any such securities are being sold outside the United States in accordance with Rule 904 of Regulation S, ASSIGNEDthe legend may be removed by providing a declaration to the registrar and transfer agent of the Company, PLEDGEDto the effect set forth in the U.S. Subscription Agreement, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTINGor in such other form as the Company may from time to time prescribe and (ii) if any such securities are being sold pursuant to Rule 144, TRANSFERthe legend may be removed by delivery to the registrar and transfer agent of the Company of an opinion of counsel, SALEof recognized standing reasonably satisfactory to the Company, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing to the effect that such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate legend is no longer subject to required under applicable requirements of the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the U.S. Securities Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreementlaws.

Legend on Certificates. Each stock If, in the sole discretion of SCT Chassis, share certificates are issued to the Management Investor prior to the closing of an IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SCT CHASSIS INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___JUNE 1, 20002012, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXXXXXXXXX XXXXXX, SEACASTLE INC., INTERPOOL, INC., D/B/A TRAC INTERMODALTM AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanySCT Chassis, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company SCT Chassis shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock outstanding certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder Restricted Securities shall bear the following (or endorsements reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED (THE "ACT"THEN IN EFFECT), AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER MADE ON THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGBOOKS OF BIOHORIZONS, INC. (THE "“COMPANY"”) RECEIVES UNLESS ACCOMPANIED BY AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY (WHICH MAY BE WAIVED BY THE COMPANY), THAT AN EXEMPTION FROM SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED) OR THAT SUCH SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS AVAILABLEIN EFFECT AT THE DATE OF SUCH TRANSFER. THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS THE PROVISIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN AMONG THE PURCHASER PARTY THERETO COMPANY AND THE COMPANY, A COPY HOLDERS SIGNATORY THERETO. NO TRANSFER OF WHICH IS SUCH SECURITIES WILL BE MADE ON FILE THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE SECRETARY TERMS OF THE COMPANY, AND SAID AGREEMENT. VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH IS SUBJECT TO THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementA STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND THE HOLDERS SIGNATORY THERETO.

Legend on Certificates. Each Without limiting the provisions of Section 2.1 or 2.2 hereof, no Stockholder shall make any transfer of any shares of capital stock certificate issued of Packard (or interest therein) if such action would constitute a violation of any federal or state securities or blue sky laws, or if (other than in the case of a transfer by Stonington) such transfer would subject Packard to any reporting obligations under the Exchange Act. No transfer of any shares of capital stock of Packard shall be effective (other than in connection with transfers pursuant to Article V hereof) unless Packard, upon its request, has been furnished with an opinion of counsel for the Stockholder, which opinion and counsel shall be reasonably satisfactory to Packard, to the Management Investor effect that such transfer is exempt from the registration provisions of Section 5 of the Securities Act and the rules and regulations in effect thereunder and such transfer can be effected without similar registration under applicable state securities or "blue sky" laws. Any such opinion may be delivered by counsel to Packard, and, in the case of any transfer pursuant to a Drag-Along Right, shall be delivered by counsel to Packard. Any attempt to transfer any Shares (or interest therein) not in accordance with this Agreement shall be null and void and neither Packard nor any transfer agent of such securities shall transfer upon written request the books of Packard any shares of capital stock of Packard to the Company any Person unless such transfer or attempted transfer is permitted by this Agreement. Each certificate representing Common Stock issued hereunder Shares shall bear the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT DATED AS OF MARCH __, 1997 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF PACKARD BIOSCIENCE COMPANY AND WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY PACKARD BIOSCIENCE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH AGREEMENTSTOCKHOLDER). Any stock NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT AS OTHERWISE PROVIDED IN SUCH STOCKHOLDERS' AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ANY APPLICABLE STATE SECURITIES, OR "BLUE SKY," LAWS, OR (B) IF PACKARD BIOSCIENCE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO PACKARD BIOSCIENCE COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH STATE SECURITIES, OR "BLUE SKY," LAWS. In addition, each such certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (other legends as Packard may deem necessary or substantially equivalent) legends, unless appropriate. At the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the CompanyClosing, the Common Stock represented thereby need no longer Packard Investors shall submit to Packard certificates representing Existing Shares so that the above legend can be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreementimprinted upon them.

Legend on Certificates. Each stock certificate Certificates for Common Shares or registration records of Common Shares in Book Entry Form issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 6TH DAY OF APRIL, AS AMENDED 2022 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED WITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENTA WRITTEN REQUEST THEREFOR. Any stock certificate issued at any time in exchange Certificates representing Common Shares or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution registration records of Common Stock represented Shares in Book Entry Form that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby) shall also bear such (or substantially equivalent) legends, unless notwithstanding the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to of the Company representing Common Stock issued hereunder ---------------------- to represent any of the Securities shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE ACT COVERING SUCH DISPOSITION OF SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH INCLUDING RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING144, INC. (THE "COMPANY") RECEIVES PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENTTHE STOCKHOLDERS AGREEMENT DATED AS OF _____________, 1997, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificates certificate bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented therebyoffering) shall also bear such (or substantially equivalent) legends, unless the Common Stock Security represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock Security represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Units, including without limitation Units issued upon the conversion of a Convertible Security, issued after the Effective Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Units, one applicable Right for each Unit evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them (a) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (or substantially equivalentb) legends on the face or reverse side thereoffollowing legend: UNTIL THE SECURITIES REPRESENTED BY SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED UNITHOLDERS RIGHTS PLAN AGREEMENT MADE AS OF 1933THE 31ST DAY OF AUGUSTJUNE, 20182021 (AMENDING AND RESTATING THE UNITHOLDER RIGHTS PLAN AGREEMENT MADE AS OF THE 23RD DAY OF JUNE, 2006, AS AMENDED AND RESTATED AS OF THE 1ST DAY OF OCTOBER, 2008, AS OF THE 15TH DAY OF MAY, 2009, AS OF THE 18TH DAY OF JUNE, 2012, AS OF THE 8TH DAY OF JUNE, 2015 AND, AS OF THE 18TH DAY OF JUNE, 2018, AND AS OF THE 31ST DAY OF AUGUST, 2018 THE “RIGHTS AGREEMENT”) BETWEEN THE TRUSTEES OF H&R REAL ESTATE INVESTMENT TRUST (THE "ACT"“REIT”) AND AST TRUST COMPANY (CANADA), AND AS RIGHTS AGENT (AS THE SAME MAY NOT BE SOLD, TRANSFERRED, ASSIGNED AMENDED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF), INC. (THE "COMPANY") RECEIVES AN OPINION TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH MAY BE INSPECTED BY HOLDERS OF “UNITS”, AS SUCH TERM IS ON FILE WITH DEFINED IN THE SECRETARY RIGHTS AGREEMENT, DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYREIT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE REIT WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Units that are issued and outstanding at the date hereof shall evidence one applicable Right for each Unit evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. (a) Each stock outstanding certificate issued to the Management Investor upon written request to the Company representing shares of Common Stock issued hereunder that are subject to this Agreement shall bear the following (or an endorsement reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER (THE “SECURITIES”) WERE ORIGINALLY ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), PROVIDED BY SECTION 1145 OF THE BANKRUPTCY CODE, 11 U.S.C. § 1145. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAW, AND TO THE EXTENT THE HOLDER OF THE SECURITIES IS AN “UNDERWRITER,” AS DEFINED IN SECTION 1145(B)(1) OF THE BANKRUPTCY CODE, THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLETHEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSITION COMPLIES WITH TRANSFER OF THE SECURITIES IS RESTRICTED BY THE TERMS OF, AND THE HOLDER HEREOF IS SUBJECT TO CERTAIN OTHER OBLIGATIONS PURSUANT TO, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 21, 2012, AS MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, AMONG THE COMPANY AND HOLDERS OF ITS COMMON STOCK. THE VOTING RIGHTS OF ANY HOLDER HEREOF THAT IS A “COMPETITOR” OF THE COMPANY ARE SUBJECT TO THE LIMITATIONS SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION. COPIES OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementSTOCKHOLDER AGREEMENT AND THE CERTIFICATE OF INCORPORATION ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY ___March 1, 20002006, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate issued to The Stockholder further understands that the Management Investor upon written request to certificates evidencing the Company representing Holding Common Stock issued hereunder shall bear bear, until such time as the shares shall have been registered under the Securities Act or shall have been transferred in accordance with such an opinion of counsel, the following (or substantially equivalent) legends on the face or reverse side thereoflegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAWS, AND ANY SALE, TRANSFER, PLEDGE OR OTHER TRANSFER OR DISPOSITION THEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED MADE ONLY (I) IN A TRANSACTION REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR HYPOTHECATED UNLESS THERE (II) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AVAILABLE AND THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEIT. IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS RESTRICTED BY AND SUBJECT TO AN AMENDED THE TERMS AND RESTATED MANAGEMENT SUBSCRIPTION PROVISIONS OF A COMPANY AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 7, 20001997, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS THEREOF AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 7, 1997, EQUITY CONTRIBUTION AGREEMENT 7 BETWEEN THE PURCHASER PARTY THERETO COMPANY AND MS ACQUISITION LIMITED. AMONG OTHER THINGS, SUCH COMPANY AND STOCKHOLDERS AGREEMENT INCLUDES A BINDING RIGHT OF FIRST REFUSAL, VARIOUS RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER PROVISIONS INCLUDING, WITHOUT LIMITATION, SUBSTANTIAL ENCUMBRANCES AND RESTRICTIONS ON ALIENABILITY OF SHARES. THE COMPANY, COMPANY WILL FURNISH A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, COMPANY AND STOCKHOLDERS AGREEMENT AND THE SECURITIES REPRESENTED BY REGISTRATION RIGHTS AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED WITHOUT CHARGE ON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementREGISTERED OFFICE.

Legend on Certificates. Each stock outstanding certificate issued representing Shares that are subject to the Management Investor upon written request to the Company representing Common Stock issued hereunder this Agreement shall bear the following (or an endorsement reading substantially equivalent) legends on the face or reverse side thereofas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED (THE "ACT"THEN IN EFFECT), AND IN RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED MADE ON THE BOOKS OF THE COMPANY UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES ACCOMPANIED BY AN OPINION OF COUNSEL COUNSEL, OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION FROM SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED) OR THAT SUCH SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS AVAILABLEIN EFFECT AT THE DATE OF SUCH TRANSFER. THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT THE PROVISIONS OF A SHAREHOLDERS AGREEMENT, DATED AS OF FEBRUARY ________, 20002005, BETWEEN AMONG THE PURCHASER PARTY THERETO COMPANY AND THE COMPANYCERTAIN HOLDERS OF ITS SECURITIES, A COPY OF WHICH IS ON FILE WITH AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 15th DAY OF APRIL, AS AMENDED 2013 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE "COMPANY"“CORPORATION”) RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Common Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 10TH DAY OF FEBRUARY, 1999, AS AMENDED (THE "ACTRIGHTS AGREEMENT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGBETWEEN ANGIOTECH PHARMACEUTICALS, INC. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY TO CANADA, AS RIGHTS AGENT, THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon Close of Business on the earlier of the Separation Time and the Expiration Time shall evidence, one Right for each Common Share evidenced thereby and shall have impressed on, printed on, written request on or otherwise affixed to the Company representing Common Stock issued hereunder shall bear them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 10th DAY OF FEBRUARY, AS AMENDED 2010 (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, “RIGHTS AGREEMENT”) BETWEEN THERATECHNOLOGIES INC. (THE "“COMPANY"”) RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY CANADA, AS RIGHTS AGENT, (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TERMS THEREOF) THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY HEAD OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE UPON RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. FIF III CLI HOLDING LIMITED (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___OCTOBER 1, 20002006, BETWEEN THE PURCHASER PARTY THERETO CONTAINER LEASING INTERNATIONAL, LLC, XXXXXX XXXX AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time will evidence, in addition to the Company representing Common Stock issued hereunder shall bear Shares, but subject to section 3.2, one Right for each Common Share evidenced thereby and will have impressed, printed or written on or otherwise affixed to them substantially the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER OF 1933THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 25, 2011 (AS THE SAME MAY BE AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF, INCTHE "RIGHTS AGREEMENT") BETWEEN KILO GOLDMINES LTD. (THE "COMPANYCORPORATION") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE EQUITY FINANCIAL TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE AMENDED, REDEEMED OR TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time will evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon despite the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock If, in the Company’s sole discretion, share certificates are issued to Management Investor prior to the closing of the IPO, each share certificate issued to the Management Investor upon written request to the Company representing Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, SEACASTLE INC. (THE "“COMPANY"”) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED A MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY ___AUGUST 1, 20002007, BY AND BETWEEN THE PURCHASER PARTY THERETO XXXXXXX X. XXXX AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock share certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this Agreement.

Legend on Certificates. Each stock certificate Certificates for Common Shares issued after the Record Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Shares, one Right for each Common Share evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: UNTIL THE SEPARATION TIME (or substantially equivalent) legends on the face or reverse side thereof: AS DEFINED IN THE SECURITIES REPRESENTED BY RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF 1933THE 15th DAY OF JUNE, 2004 (AMENDING AND RESTATING THE SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS AMENDED OF THE 14TH DAY OF DECEMBER, 2000 AS SUCH MAY FROM TIME TO TIME BE AMENDED, RESTATED, VARIED OR REPLACED, (THE "ACTRIGHTS AGREEMENT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INCBETWEEN AURIZON MINES LTD. (THE "COMPANYCORPORATION") RECEIVES AN OPINION AND COMPUTERSHARE TRUST COMPANY OF COUNSEL SATISFACTORY TO CANADA AS RIGHTS AGENT, THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate Certificates for Units issued after the Effective Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Units, one applicable Right for each Unit evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them (a) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (or substantially equivalentb) legends on the face or reverse side thereoffollowing legend: UNTIL THE SECURITIES REPRESENTED BY SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED UNITHOLDERS RIGHTS PLAN AGREEMENT MADE AS OF 1933THE 31ST DAY OF AUGUST, 2018 (AMENDING AND RESTATING THE UNITHOLDER RIGHTS PLAN AGREEMENT MADE AS OF THE 23RD DAY OF JUNE, 2006, AS AMENDED AND RESTATED AS OF THE 1ST DAY OF OCTOBER, 2008, AS OF THE 15TH DAY OF MAY, 2009, AS OF THE 18TH DAY OF JUNE, 2012, AS OF THE 8TH DAY OF JUNE, 2015 AND AS OF THE 18TH DAY OF JUNE, 2018, THE “RIGHTS AGREEMENT”) BETWEEN THE TRUSTEES OF H&R REAL ESTATE INVESTMENT TRUST (THE "ACT"“REIT”) AND AST TRUST COMPANY (CANADA), AND AS RIGHTS AGENT (AS THE SAME MAY NOT BE SOLD, TRANSFERRED, ASSIGNED AMENDED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF), INC. (THE "COMPANY") RECEIVES AN OPINION TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH MAY BE INSPECTED BY HOLDERS OF “UNITS”, AS SUCH TERM IS ON FILE WITH DEFINED IN THE SECRETARY RIGHTS AGREEMENT, DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYREIT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE REIT WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Units that are issued and outstanding at the date hereof shall evidence one applicable Right for each Unit evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to the Management Investor upon written request to the Company representing Certificates for Common Stock issued hereunder shall bear the following (or substantially equivalent) legends on the face or reverse side thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Shares, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate including without limitation Common Shares issued upon the completion conversion of a public distribution Convertible Security, issued after the Record Time, but prior to the earlier of Common Stock represented thereby) the Separation Time and the Expiration Time, shall also bear such (or substantially equivalent) legendsevidence, unless in addition to the Common Stock represented Shares, one Right for each Common Share evidenced thereby and shall after the date hereof have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Third Amended and Restated Shareholder Rights Plan Agreement, dated as of the 25th day of June, 2020 (the “Rights Agreement”), between Exchange Income Corporation (the “Corporation”) and AST Trust Company (Canada), as rights agent, as may be further amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such certificate is no longer subject to the provisions of this Agreement andRights may be terminated, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the opinion Rights Agreement, whether currently held by or on behalf of counsel for the Company, the Common Stock represented thereby need such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be subject to restrictions pursuant evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the Act or applicable state securities lawholder of this certificate without charge as soon as is practicable after the receipt of a written request therefor. The Company Certificates representing Common Shares shall not be required to transfer evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend and any legend impressed on its books any a certificate for Common Stock Shares in violation the form prescribed under section 2.1 of the provisions Original Rights Plan Agreement or section 2.1 of this Agreementthe Amended Rights Plan Agreement shall, after the Amendment Time, be deemed to be amended for all purposes to read the same as the legend set forth above.

Legend on Certificates. Each stock certificate Certificates for Units, including without limitation Units issued upon the conversion of a Convertible Security, issued after the Effective Time but prior to the Management Investor upon written request earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Company representing Common Stock issued hereunder Units, one applicable Right for each Unit evidenced thereby and shall bear have impressed on, printed on, written on or otherwise affixed to them (a) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (or substantially equivalentb) legends on the face or reverse side thereoffollowing legend: UNTIL THE SECURITIES REPRESENTED BY SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED UNITHOLDERS RIGHTS PLAN AGREEMENT MADE AS OF 1933THE 29th DAY OF JUNE, 2021 (AMENDING AND RESTATING THE UNITHOLDER RIGHTS PLAN AGREEMENT MADE AS OF THE 23RD DAY OF JUNE, 2006, AS AMENDED AND RESTATED AS OF THE 1ST DAY OF OCTOBER, 2008, AS OF THE 15TH DAY OF MAY, 2009, AS OF THE 18TH DAY OF JUNE, 2012, AS OF THE 8TH DAY OF JUNE, 2015, AS OF THE 18TH DAY OF JUNE, 2018 AND AS OF THE 31ST DAY OF AUGUST, 2018 THE “RIGHTS AGREEMENT”) BETWEEN THE TRUSTEES OF H&R REAL ESTATE INVESTMENT TRUST (THE "ACT"“REIT”) AND AST TRUST COMPANY (CANADA), AND AS RIGHTS AGENT (AS THE SAME MAY NOT BE SOLD, TRANSFERRED, ASSIGNED AMENDED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHINGTERMS THEREOF), INC. (THE "COMPANY") RECEIVES AN OPINION TERMS OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED WHICH ARE HEREBY INCORPORATED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED REFERENCE AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH MAY BE INSPECTED BY HOLDERS OF “UNITS”, AS SUCH TERM IS ON FILE WITH DEFINED IN THE SECRETARY RIGHTS AGREEMENT, DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYREIT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND THE SECURITIES REPRESENTED MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE REIT WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE MAY NOT BE VOTEDWITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Units that are issued and outstanding at the date hereof shall evidence one applicable Right for each Unit evidenced thereby, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon notwithstanding the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation absence of the provisions foregoing legend until the earlier of this Agreementthe Separation Time and the Expiration Time.

Legend on Certificates. Each stock certificate issued to The certificates representing the Management Investor upon written request to the Company representing Common Stock Shares issued hereunder shall bear be subject to such stop transfer orders and other restrictions as the following (Board may deem advisable under the Plan, this RSU Agreement or substantially equivalent) the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions, including the face or reverse side thereoffollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT")SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS OR HYPOTHECATED UNLESS THERE IF APIGEE CORPORATION RESTRICTED STOCK UNIT AGREEMENT THE COMPANY IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANY SUCCESSOR RULE UNDER THE ACT OR LIBERTY GROUP PUBLISHING, INC. (THE "COMPANY") RECEIVES PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS AVAILABLENOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY ___, 2000, BETWEEN THE PURCHASER PARTY THERETO AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOTEDSOLD, TRANSFERRED, SOLDENCUMBERED OR IN ANY MANNER DISPOSED OF, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH VOTING, TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES EXCEPT IN COMPLIANCE WITH THE PROVISIONS TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST XXXXXXX A COPY OF SUCH AGREEMENT. Any stock certificate issued at any time in exchange or substitution for any certificates bearing such legends (except a new certificate issued upon the completion of a public distribution of Common Stock represented thereby) shall also bear such (or substantially equivalent) legends, unless the Common Stock represented by such certificate is no longer subject to the provisions of this Agreement and, in the opinion of counsel for the Company, the Common Stock represented thereby need no longer be subject to restrictions pursuant to the Act or applicable state securities law. The Company shall not be required to transfer on its books any certificate for Common Stock in violation of the provisions of this AgreementAGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.