Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Protection Rights Agreement, Plan Agreement dated as of August 6the 28th day of July, 19981993, as amended from time to time (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.Flotek Industries Inc., a Maryland corporation incorporated under the Company Act (B.C.) (the "Corporation"), and The Bank Pacific Corporate Trust Company, a trust company incorporated under the laws of New York British Columbia, as rights agent (the "Rights Agent"), " which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon and prior to the close of business on the 31st day of July, 1998, or any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event earlier Expiration Date (as such term is defined in the Rights Agreement), if one fully paid common share of the Rights evidenced by Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate together with the Form of any such Person (Election to Exercise and Declaration of Ownership duly executed and submitted to the Rights Agent at its principal office in Vancouver. The Exercise Price shall initially be $10.00 per Right and shall be subject to adjustment in certain events as such terms are defined provided in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under . In certain circumstances specified described in the Rights Agreement, a transferee each Right evidenced hereby may entitle the registered holder thereof to purchase or receive more than one Common Share or to purchase and receive securities of an Acquiring Person entity other than the Corporation or any Associate securities or Affiliate assets of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchCorporation other than Common Shares, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole at the option of the Corporation for debt or in part for Preferred Stock, shares other equity securities or assets of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. A holder of this Rights Certificate who wishes to exercise the Rights evidenced hereby must complete, sign and deliver a Declaration of Ownership in the form attached hereto. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities shares of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent consents to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated April 27, 2020, (the “Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Chorus Aviation Inc., a Maryland corporation existing under the laws of Canada (the "“Corporation"”), and The Bank AST Trust Company (Canada), a trust company existing under the laws of New York Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement), (ii) a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject together with the Form of Election to modification Exercise duly executed and adjustment upon submitted to the happening Rights Agent at its principal offices in any of certain eventsthe City of Toronto, including Triggering Events one fully paid and non-assessable Class B voting share (a “Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is a Qualified Canadian (as such term is defined in the Rights Agreement)) and that the Voting Share purchased thereby will be beneficially owned and controlled by a Qualified Canadian; or one fully paid and non- assessable Class A variable voting share (a “Variable Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is not a Qualified Canadian or that the Variable Voting Share purchased thereby will be beneficially owned or controlled by a Person that is not a Qualified Canadian; provided that, shall the holder of the Right fail to provide a duly completed and executed Declaration as to Canadian Status, and unless the Right Agent determines such holder to be a Qualified Canadian, such holder will be deemed not to be a Qualified Canadian and will be entitled to purchase Variable Voting Shares. The Exercise Price shall initially be $25 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRight. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Signature page follows] WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS,  CHORUS AVIATION INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: Authorized Signing Officer By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer AST TRUST COMPANY (CANADA) By: Authorized Signing Officer By: Authorized Signing Officer (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Plan Agreement dated as of August 6the 22nd day of November, 1998, as amended from time to time 2000 (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.Vasogen Inc., a Maryland corporation incorporated under the CANADA BUSINESS CORPORATIONS ACT (the "Corporation"), and The Bank CIBC Mellon Trust Company, a trust company incorporated under the laws of New York Canada, as rights agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement)) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.0001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) Right; and (ii) may be exchanged in whole at the option of the Corporation for cash, debt or in part for Preferred Stock, shares equity securities or other assets of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ______________Date:______________________________________ hereby sells, assigns and transfers unto ________VASOGEN INC. By:_____________________________________ By:________________________________ President and Chief Executive Officer Vice President, Finance and Chief Financial Officer Countersigned CIBC MELLON TRUST COMPANY Transfer Agent and Registrar By:_____________________________________ Authorized Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: VASOGEN inc. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued to: __________________________________________________________ (Please print name and address of transfereeName) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________________________ Attorney(Address) __________________________________________________________ (City and State or Province) __________________________________________________________ Social Insurance, to transfer Social Security or Other Taxpayer Number If such number of Rights shall not be all the within Rights evidenced by this Rights Certificate, a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. Datedand delivered to: ___________________________ ________________________________ (Name) __________________________________________________________ (Address) __________________________________________________________ (City and State or Province) __________________________________________________________ Social Insurance, Social Security or Other Taxpayer Number Date___________________________ Guaranteed by an ________________________________________ Eligible Institution: Signature (Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking must correspond to name as written upon the appropriate boxes that:face of this Rights Certificate in every particular. without alteration or enlargement or any change whatsoever)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Shares Rights Agreement, dated as of August 6January 31, 1998, as amended from time to time 2006 (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Oracle Corporation, a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York Computershare Trust Company, N.A. (the "“Rights Agent"”), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York Massachusetts time) , on August 27March 31, 2008 2008, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,000) six thousand seven hundred fiftieth of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred Stock (the "“Preferred Stock"Shares”) of the Corporation, Company at a purchase price of $______ 125.00 per one-one thousandth (1/1,000) six thousand seven hundred fiftieth of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one-six thousand seven hundred fiftieths of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________January 31, 2006, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined . * The portion of the legend in bracket shall be inserted only if applicable and shall replace the Rights Agreement)preceding sentence. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.000148 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to At the provisions election of the Rights AgreementCompany, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at no fractional portion less than integral multiples of one-six thousand seven hundred fiftieth of a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC2006. ___________________________ ATTEST: ORACLE CORPORATION By: Title: Secretary Countersigned: RIGHTS AGENT: COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] Signatory FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ RECEIVED hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ___________________________ , Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking a member firm of a registered national securities exchange, a member of the appropriate boxes that:National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other member of a medallion signature guarantee program approved by the Securities Transfer Association.

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles entities the owner registered holder thereof, subject to the terms, provisions and conditions of the a Shareholder Rights Agreement, dated Plan Agreement made as of August 6February 3, 19982009, as amended from time to time and restated effective March 29, 2018 (the "“Rights Agreement"), ”) between SIZELER PROPERTY INVESTORS, ENERGY FUELS INC., a Maryland corporation existing under the laws of the Province of Ontario (the "“Corporation"”), and The Bank of New York AST TRUST COMPANY (the "CANADA), as Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one (ii1) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified fully paid Common Share in the Rights Agreement, capital of the Corporation (a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior “Common Share”) (subject to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise at the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise principal office of the Rights evidenced Agent at its principal office in Toronto, Ontario or with approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by this Rights Certificate are the Corporation. The Exercise Price shall initially be $10.00 per Right and shall be subject to modification and adjustment upon the happening of in certain events, including Triggering Events (events as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal any office or offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred StockRight, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one (other than fractions which are integral multiples of one one-thousandth (1/1,0001) of a share of Preferred Stockwhole Right. In lieu thereof, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatDate:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement (the "RIGHTS AGREEMENT") made as of December 19, 2002 between COGNICASE Inc., a corporation existing under the laws of Canada (the "CORPORATION") and National Bank Trust Inc., a trust company incorporated under the laws of Quebec, as Rights Agent (the "RIGHTS AGENT"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "COMMON SHARE") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Montreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $20.00 per Right (payable by certified cheque, banker's draft or money order payable to the order of the Rights Agent). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby sellsincorporated by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, assigns limitations of rights, obligations, duties and transfers unto immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent in Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.0001 per Right subject to adjustment in certain events. No fractional Common Share will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date: COGNICASE INC. Per: _________________________________________ Authorized signature Per: _________________________________________ Authorized signature Countersigned: NATIONAL BANK TRUST INC., in the City of Montreal Per: _________________________________________ Authorized signature FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: --------------------------------- Name --------------------------------- Address --------------------------------- City and Province --------------------------------- Social Insurance No. or other taxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: --------------------------------- Name --------------------------------- Address --------------------------------- City and Province --------------------------------- Social Insurance No. or other taxpayer identification number Date: ______________________________ __________________________________________ Signature ____________________________________ (Please print Signature must correspond to name and address as Signature Guaranteed written upon the face of transferee) this Rights CertificateCertificate in every particular, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:without alteration or enlargement or any change whatsoever)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Plan Agreement dated as of August 6the ____ day of October, 1998, as amended from time to time 2007 (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.YM BioSciences Inc., a Maryland corporation continued under the Companies Act (Nova Scotia) (the "Corporation"), and The Bank CIBC Mellon Trust Company, a trust company incorporated under the laws of New York Canada, as rights agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement)) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.0001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) Right; and (ii) may be exchanged in whole at the option of the Corporation for cash, debt or in part for Preferred Stock, shares equity securities or other assets of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of Date: ______________________ SIZELER PROPERTY INVESTORS, YM BIOSCIENCES INC. By: ____________________________ By: Title: Countersigned: RIGHTS AGENT: ____________________________ Chairman and Chief Executive Officer Vice President, Finance and Administration Countersigned CIBC MELLON TRUST COMPANY Transfer Agent and Registrar By: ____________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Plan Agreement dated as of August 6the ____ day of October, 1998, as amended from time to time 2007 (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.YM BioSciences Inc., a Maryland corporation continued under the Companies Act (Nova Scotia) (the "Corporation"), and The Bank CIBC Mellon Trust Company, a trust company incorporated under the laws of New York Canada, as rights agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement)) one fully paid and non-assessable Common Share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto. The Exercise Price shall initially be $200.00 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.0001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) Right; and (ii) may be exchanged in whole at the option of the Corporation for cash, debt or in part for Preferred Stock, shares equity securities or other assets of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, Date: YM BIOSCIENCES INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Chairman and Chief Executive Officer Vice President, Finance and Administration Countersigned CIBC MELLON TRUST COMPANY Transfer Agent and Registrar By: Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORSCELERITEK, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of August 6March 25, 19981999, as amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), between SIZELER PROPERTY INVESTORSCELERITEK, INC., a Maryland California corporation (the "CorporationCOMPANY"), and The Bank of New York (BankBoston, N.A. ( the "Rights AgentRIGHTS AGENT"), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on August 27April 8, 2008 2009, at the principal office of the Rights Agent, or at the office or offices of the Rights Agent designated for such purpose, or its successors successor as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable paid non-assessable share of Series A Participating Preferred Stock Stock, no par value, (the "Preferred StockPREFERRED SHARES") ), of the CorporationCompany, at a purchase price an Exercise Price of forty-five dollars ($______ 45.00) per one-one thousandth (1/1,000) of a share Preferred Share (the "Purchase PriceEXERCISE PRICE"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one-thousandths of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, above are the number and Purchase Exercise Price as of _____________March 25, 1999 based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares portion of less than one one-thousandth of a Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS_, INC. 19___________________________ By. ATTEST: Title: Countersigned: RIGHTS AGENT: Celeritek, Inc. By: ___________________________ Authorized Signature [Form of Reserve Side of , Secretary Its: Countersigned: BankBoston, N.A. as Rights Certificate] Agent By: Its: -48- 52 FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, _________________RECEIVED ___________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ _______________________, 19____ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking a member firm of a registered national securities exchange, a member of the appropriate boxes that:National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, dated as of August 6, 19982012, as amended and restated June 9, 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SIZELER PROPERTY INVESTORSa company continued under the laws of British Columbia, INC., a Maryland corporation (the "“Corporation"”), and The Bank Computershare Investor Services Inc., a corporation incorporated under the laws of New York Canada, as rights agent (the "“Rights Agent"”), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement)) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRight. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, DATED: GREAT PANTHER MINING LIMITED By: Authorized Signing Officer By: Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER MINING LIMITED The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Common Shares be issued to: (Name) (Address) (City and Province) If such number of Rights shall not be all the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (Name) (Address) (City and Province) Social Insurance, social security or other taxpayer number DATED Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank or an eligible guarantor institution with full power of substitutionmembership in an approved signature medallion guarantee program. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE To be completed if true The undersigned hereby certifies represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not, and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, any Affiliate or Associate of such Acquiring Person or any Person acting jointly or in concert with the Acquiring Person, or with any Affiliate or Associate of the Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (each as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, dated as of August 6, 19982012, as amended and restated June 9, 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SIZELER PROPERTY INVESTORSa company continued under the laws of British Columbia, INC., a Maryland corporation (the "“Corporation"”), and The Bank Computershare Investor Services Inc., a corporation incorporated under the laws of New York Canada, as rights agent (the "“Rights Agent"”), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement)) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRight. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, DATED: GREAT PANTHER MINING LIMITED By: Authorized Signing Officer By: Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer 37 (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORSSirius XM Radio, INC. Inc. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "“Rights Agreement"”), by and between SIZELER PROPERTY INVESTORSSirius XM Radio, INC.Inc., a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York Mellon, a New York banking corporation (the "“Rights Agent"”), dated as of April 29, 2009, to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on August 27, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) millionth of a fully paid, paid nonassessable share of Series A C Junior Preferred Stock Stock, par value $0.001 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 2.00 per one one-one thousandth (1/1,000) millionth of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of shares one one-millionths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________the date of the Rights Agreement, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves Terms used herein with initial capital letters and not defined herein are used herein with the right to require prior to the occurrence of a Triggering Event (as such term is defined meanings ascribed thereto in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Stock (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be null and void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become null and void pursuant to the provisions of the Rights Agreement, and any Rights Certificate delivered to the Rights AgentAgent that represents Rights that are or have become null and void pursuant to the provisions of the Rights Agreement will be canceled. The This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one-millionths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor properly completed and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereofpart. In addition, the The Rights Agreement may be exchangedsupplemented and amended by the Company, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesprovided therein. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are The Company is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares issue fractions of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are integral multiples of one one-thousandth (1/1,000) millionth of a share of Preferred StockShare, which may, at the election option of the CorporationCompany, be evidenced by depositary receipts)) or other securities issuable, but as the case may be, upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other Securities, the Company may make a cash payment will be made in lieu thereofpayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, . SIRIUS XM RADIO INC. ___________________________ By: Name: Title: Countersigned: RIGHTS AGENT: THE BANK OF NEW YORK MELLON, as Rights Agent By: ___________________________ Authorized Name: Title: Signature [page for Rights Certificate Form of Reserve Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. DatedDated : ___________________________ ___________________________ , Signature Signature Signature(s) Guaranteed: CERTIFICATE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Third Amended and Restated Rights Agreement, dated as of August 6April , 1998, as amended from time to time 2022 (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORSAsure Software, INC.Inc., a Maryland Delaware corporation (f/k/a Forgent Networks, Inc.) (the "Corporation"“Company”), and The Bank of New York American Stock Transfer & Trust Company LLC (the "“Rights Agent"”), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (P.M., New York, New York time) , on August 27the Expiration Date (as such term is defined in the Rights Agreement), 2008 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,0001/1000) of a fully paid, nonassessable paid non-assessable share of Series A Junior Participating Preferred Stock (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 1.7465 per one-one one- thousandth (1/1,000) of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one- thousandths of a Preferred Share which may be purchased upon exercise thereofof this Agreement) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________October 28, 2009, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof of this Agreement and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights lights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof of this Agreement another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares portion less than integral multiples of one one-thousandth of a Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereofof this Agreement, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofof this Agreement, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, QUOTIENT TECHNOLOGY INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, dated as of August 6November 11, 1998, 2021 (as amended from time to time (in accordance with its terms, the "Rights Agreement"“Tax Benefits Preservation Plan”), by and between SIZELER PROPERTY INVESTORS, INC.Quotient Technology Inc., a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York American Stock Transfer & Trust Company, LLC, the rights agent (and any successor rights agent, the "“Rights Agent"”), to purchase from the Corporation Company at any time prior to 5:00 P.M. (New York, New York City time) on August 27November 11, 2008 2024 or the occurrence of any earlier Expiration Time (as such term is defined in the Tax Benefits Preservation Plan) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $0.00001 per share (the "“Preferred Stock") ”), of the CorporationCompany, at a purchase an exercise price of $______ 28.00 per one one-one thousandth (1/1,000) of a share (the "Purchase “Exercise Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share set forth above, are the number and Purchase Exercise Price as of _____________November 11, 2021, based on the Preferred Stock as constituted at such date. The Corporation Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights AgreementTax Benefits Preservation Plan) that that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would will be issued. Capitalized terms used but not defined herein shall having the meanings specified in the Tax Benefits Preservation Plan. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement)Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or a Related Person of an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement)Acquiring Person, (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Related Person becomes such, or (iii) under certain circumstances specified in the Rights AgreementTax Benefits Preservation Plan, a transferee of a Person who, after such transfer, became an Acquiring Person or any Associate or Affiliate a Related Person of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchPerson, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Rights AgentCompany. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be (i) may be redeemed by the Corporation at its option Company at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stockcommon stock, par value $0.0001 0.00001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesCompany. Immediately upon the action of the Board of Directors of the Corporation Company authorizing any such exchange, and without any further action or any noticeredemption, the Rights (other than Rights which are not subject to such exchange) will shall terminate and the only right of the holders of Rights will only enable holders shall be to receive the shares issuable upon such exchangeredemption price. No fractional shares of Preferred Stock will shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the CorporationCompany, be evidenced by depositary receipts), but in lieu thereof a cash payment will shall be made in lieu thereofmade, as provided in the Rights AgreementTax Benefits Preservation Plan. No holder of this Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned manually or by facsimile signature by the Rights Agent. * * * * * * * WITNESS the facsimile signature of the proper officers officer of the Corporation and its corporate sealCompany. Dated as of _______ _______, 20__ SIZELER PROPERTY INVESTORS, QUOTIENT TECHNOLOGY INC. ___________________________ By: Name: Title: Countersigned: RIGHTS AGENT: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: ___________________________ Authorized Signature Name: Title: [Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVEDRECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________ ____________________________________________________ hereby sells, assigns and transfers unto __________________________________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyas attorney in fact, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ____________________, _______ Signature Signature Medallion Guaranteed: CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking an eligible institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the appropriate boxes that:Rights Agent.

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan Agreement originally dated April 17, dated as of August 6, 19982012, as amended and restated June 9, 2016, as amended and extended May 16, 2019, as amended and restated from time to time (the "“Rights Agreement"”) between Great Panther Mining Limited (formerly Great Panther Silver Limited), between SIZELER PROPERTY INVESTORSa company continued under the laws of British Columbia, INC., a Maryland corporation (the "“Corporation"”), and The Bank Computershare Investor Services Inc., a corporation incorporated under the laws of New York Canada, as rights agent (the "“Rights Agent"”), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement)) one fully paid and non- assessable Common Share of the Corporation (a “Common Share”) at the Exercise price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at it principal offices in the City of Vancouver. The Exercise Price shall initially be $50 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORSHOVNANIAN ENTERPRISES, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, (the “Rights Agreement”), by and between Hovnanian Enterprises, Inc., a Delaware corporation (the “Company”), and National City Bank (the “Rights Agent”), dated as of August 614, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent")2008, to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on August 27, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-thousandth (1/1,000) of a fully paid, paid nonassessable share of Series A B Junior Preferred Stock Stock, par value $0.01 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 35.00 per oneone ten-one thousandth (1/1,000) of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of shares one ten-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________the date of the Rights Agreement, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves Terms used herein with initial capital letters and not defined herein are used herein with the right to require prior to the occurrence of a Triggering Event (as such term is defined meanings ascribed thereto in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Stock (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the provisions of the Rights Agreement, and any Rights Certificate delivered to the Rights AgentAgent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. The This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 0.01 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereofpart. In addition, the The Rights Agreement may be exchangedsupplemented and amended by the Company, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesprovided therein. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are The Company is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares issue fractions of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are integral multiples of one oneten-thousandth (1/1,000) of a share of Preferred StockShare, which may, at the election option of the CorporationCompany, be evidenced by depositary receipts)) or other securities issuable, but as the case may be, upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other Securities, the Company may make a cash payment will be made in lieu thereofpayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORSAugust 14, INC2008. ___________________________ ByHOVNANIAN ENTERPRISES /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CountersignedGeneral Counsel Countersigned NATIONAL CITY BANK /s/ Xxxxxx Xxxxxxxx Name: RIGHTS AGENTXxxxxx Xxxxxxxx Title: By: ___________________________ Authorized Vice President Signature [page to Rights Agreement Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, [ ] is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, dated Plan Agreement made as of August 628, 19982013 (the “Rights Agreement”) between Altai Resources Inc., a company existing under the laws of the Province of Ontario (the “Company”) and Computershare Investor Services Inc., a trust company formed under the laws of Canada, as amended from time to time Rights Agent (the "“Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation Company, at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Company (iia “Common Share”) a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Xxxxxxx, Xxxxxxx. The Exercise Price per Right shall be determined from time to time in accordance with the terms of the Rights Agreement (payable by certified cheque, banker’s draft or any Associate or Affiliate money order payable to the order of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate the Company). The number of such Person becomes such, or (iii) under certain circumstances specified Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Company and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein Xxxxxxx, Xxxxxxx, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities or Common Shares in the capital of the Company other than Common Shares or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option Company at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends distributions or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action involving the Company, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, rights or otherwise, until the Right or such Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers authorized signatory of the Corporation and its corporate sealCompany. Dated as of _______________ SIZELER PROPERTY INVESTORS, Date: [ ] ALTAI RESOURCES INC. ___________________________ Per: Name: Title: Per: Name: Title: Countersigned this ● day of ●, ●. COMPUTERSHARE INVESTOR SERVICES INC. By: Title: CountersignedAuthorized Signatory FORM OF ELECTION TO EXERCISE RIGHTS ISSUED BY ALTAI RESOURCES INC. To: RIGHTS AGENTComputershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: By: ___________________________ Authorized Signature [Form of Reserve Side Name Address City and Province Social Insurance No. or other taxpayer identification numbers If such number of Rights Certificate] FORM OF ASSIGNMENT (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: Name Address City and Province Social Insurance No. or other taxpayer identification numbers Date: Signature (Signature must correspond to name as Signature Guaranteed written upon the face of this Rights Certificate in every particular without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Schedule 1 Canadian Chartered Bank or a Financial Institution that is a member of a recognized STAMP, with full power of substitutionMSP or SEMP Program. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE (To be completed by the holder if true) The undersigned hereby certifies represents, for the benefit of the Company and all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any Person acting jointly or in concert with an Acquiring Person (as such terms are defined in the Rights Agreement). Date: Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement dated as of August 6April 23, 1998, as amended from time to time 1997 (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.Dura Products International Inc., a Maryland corporation incorporated under the laws of Ontario (the "Corporation"), ) and The Bank R-M Trust Company, a trust company incorporated under the laws of New York Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Corporation, at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (iia "Common Share") a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person or any Associate or Affiliate this Rights Certificate, together with the Form of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes suchElection to Exercise appropriately completed and duly executed, or (iii) under certain circumstances specified to the Rights Agent at its principal office in the Rights Agreement, a transferee City of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-Toronto. Until adjustment thereof in Event. As certain events as provided in the Rights Agreement, the Purchase Exercise Price and shall be $2.00 per Right (payable in cash, certified cheque or money order payable to the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise order of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of Corporation). In certain events, including Triggering Events (as such term is defined circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein the City of Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior Right, subject to the earlier of (a) the Close of Business (as such term is defined adjustment in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) certain events, or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stockexchanged, shares at the option of the Corporation's Common Stock, par value $0.0001 per sharefor cash, debt or equity securities or other property assets (or any a combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange). No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings any meeting or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of Date:_______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________DURA PRODUCTS INTERNATIONAL INC. Per:________________________________ hereby sells, assigns and transfers unto _____________Authorized Signatory Per:________________________________ _____________________________________________Authorized Signatory Countersigned: THE R-M TRUST COMPANY Per:________________________________ (Please print Authorized Signatory FORM OF ELECTION TO EXERCISE TO: DURA PRODUCTS INTERNATIONAL INC. The undersigned hereby irrevocably elects to exercise __________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and address delivered to: ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and Province ------------------------------------ Social Insurance No. or other taxpayer identification number If such number of transferee) Rights shall not be all the Rights evidenced by this Rights Certificate, together with all right, title a new Rights Certificate for the balance of such Rights shall be registered in the name of and interest therein, delivered to: ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and does hereby irrevocably constitute and appoint Province ------------------------------------ Social Insurance No. or other taxpayer identification number Date:____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. DatedSignature: ___________________________ (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) -------------------------- Signature Guaranteed Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement). --------------------------------------- Signature FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date:_____________________ Signature: ______________________________ (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) -------------------------- Signature Guaranteed: CERTIFICATE Guaranteed Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. (To be completed if true) The undersigned hereby certifies represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement). ----------------------------------- Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles entities the owner registered holder thereof, subject to the terms, provisions and conditions of a Shareholder Rights Plan Agreement made as of February 3, 2009 (the “Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), ”) between SIZELER PROPERTY INVESTORS, ENERGY FUELS INC., a Maryland corporation existing under the laws of the Province of Ontario (the "“Corporation"”), and The Bank of New York (the "CIBC MELLON TRUST COMPANY, as Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one (ii1) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified fully paid common share in the Rights Agreement, capital of the Corporation (a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior “Common Share”) (subject to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise at the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise principal office of the Rights evidenced Agent at its principal office in Toronto, Ontario or with approval of the Rights Agent, at any other office of the Rights Agent in the cities designated from time to time by this Rights Certificate are the Corporation. The Exercise Price shall initially be $10.00 per Right and shall be subject to modification and adjustment upon the happening of in certain events, including Triggering Events (events as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal any office or offices of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred StockRight, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one (other than fractions which are integral multiples of one one-thousandth (1/1,0001) of a share of Preferred Stockwhole Right. In lieu thereof, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatDate:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. TRI-S SECURITY CORPORATION This certifies that __________________________________________ [ ], or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement (the “Rights Agreement”), by and between Tri-S Security Corporation, a Georgia corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”), dated as of August 67, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent")2009, to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on August 27, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) hundredth of a fully fully-paid, nonassessable share of Series A E Preferred Stock Stock, par value $1.00 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 0.56 per one one-one thousandth (1/1,000) hundredth of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of shares one one-hundredths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________the date of the Rights Agreement, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves Terms used herein with initial capital letters and not defined herein are used herein with the right to require prior to the occurrence of a Triggering Event (as such term is defined meanings ascribed thereto in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and or the number and or kind of shares of Preferred Stock (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by: (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the provisions of the Rights Agreement, and any Rights Certificate delivered to the Rights AgentAgent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. The This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one one-hundredth of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, as provided in the Rights Agreement. The Rights Agreement may be exchangedsupplemented and amended by the Company, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesprovided therein. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are The Company is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares issue fractions of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are integral multiples of one one-thousandth (1/1,000) hundredth of a share of Preferred StockShare, which may, at the election option of the CorporationCompany, be evidenced by depositary receipts)) or other securities issuable, but as the case may be, upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other securities, the Company may make a cash payment will be made in lieu thereofpayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ TRI-S SECURITY CORPORATION By: Name: Title: Countersigned: RIGHTS AGENT: REGISTRAR AND TRANSFER COMPANY By: ___________________________ Authorized Signature [Name: Title: Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Plan Agreement dated as of August 6the 13th day of April, 19982011, (the “Rights Agreement”) between Almaden Minerals Ltd., a corporation incorporated under the Business Corporations Act (B.C.) (the “Corporation”) and Computershare Investor Services Inc., a company, as amended from time to time rights agent (the "“Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New York, New York timeas such terms are defined in the Rights Agreement) on August 27, 2008 one fully paid common share of the Corporation (a “Common Share”) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Purchase Exercise duly executed and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior submitted to the occurrence Rights Agent at its principal office in the City of a Triggering Event Vancouver or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be an amount equal to four times the Market Price (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issueddetermined as at the Separation Time. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under In certain circumstances specified described in the Rights Agreement, a transferee each Right evidenced hereby may entitle the registered holder thereof to purchase or receive, among other things, securities of an Acquiring Person entity other than the Corporation or any Associate more or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchless than one Common Share, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.0001 (Canadian) per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred StockRight, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof, a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent consents to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have has been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INCOCTEL CORP. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6of__________ ___, 1998, as amended from time to time 1998 (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INCOCTEL CORP., a Maryland Delaware corporation (the "CorporationCompany"), and The Bank of New York ______________________, a _______________ (the "Rights Agent"), to purchase from the Corporation Company at any time prior to 5:00 P.M. PM (New York, New York City time) on August 27___________ ____, 2008 2008, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully fully-paid, nonassessable share of Series A Junior Participating Preferred Stock (the "Preferred Stock") of the CorporationCompany, at a purchase price of $______ per one one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase set 1 The portion of the legend in brackets shall be inserted only if applicable and related shall replace the preceding sentence. forth on the reverse hereof and the Certificate contained therein duly executed. The Purchase Price shall be paid in cash. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number of Rights, number and Purchase Price as of __________ ____, 1998, based on the Preferred Stock as constituted at such date, and are subject to adjustment upon the happening of certain events as provided in the Rights Agreement. The Corporation Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would will be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement made as of September 1, 2006 (the “Rights Agreement”) between Kxxxxx Resources Inc., dated as a British Columbia corporation, (the “Company”) and Pacific Corporate Trust Company, a trust company incorporated under the laws of August 6, 1998Canada, as amended from time to time Rights Agent (the "“Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation Company, at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation Separation Time and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Company (iia “Common Share”) a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person or any Associate or Affiliate this Rights Certificate, together with the Form of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes suchElection to Exercise appropriately completed and duly executed, or (iii) under certain circumstances specified in to the Rights AgreementAgent at its principal office in Vancouver, a transferee of an Acquiring Person British Columbia or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchTxxxxxx, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-Xxxxxxx. Until adjustment thereof in Event. As certain events as provided in the Rights Agreement, the Purchase Exercise Price and shall be $1.15 per Right (payable in cash, certified cheque or money order payable to the order of the Company). The number and kind of shares of Preferred Stock or other securities, Common Shares which may be purchased upon for the exercise of the Rights evidenced by this Rights Certificate are Exercise Price is subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined set forth in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Company and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein Vancouver, British Columbia or Toronto, Ontario may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities or shares in the capital of the Company other than Common Shares or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option Company at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby, subject to Section 5.1.9 of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings any meeting or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. _____Date: ______________________ By: Title: Countersigned: RIGHTS AGENT: KXXXXX RESOURCES INC. By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ___________________________________Signatory By: _________________ hereby sells, assigns and transfers unto _____________________________Authorized Signatory PACIFIC CORPORATE TRUST COMPANY By: ________________ _____________________________________________________________Authorized Signatory By: ________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:Authorized Signatory

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Revised Amended and Restated Shareholder Rights Agreement, dated Plan Agreement made as of August 6May 31, 1998, as amended from time to time 2012 (the "Rights Agreement"), ) between SIZELER PROPERTY INVESTORS, INC.Altair Nanotechnologies Inc., a Maryland Delaware corporation (the "Corporation")) and Registrar and Transfer Company, and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on as Rights Agent (the Preferred Stock as constituted "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation, at such date. The Corporation reserves any time after the right to require Separation Time and prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person Expiration Time (as such terms are defined in the Rights Agreement), one-half of one fully paid common share of the Corporation (iia "Common Share") a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person or any Associate or Affiliate this Rights Certificate, together with the Form of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes suchElection to Exercise appropriately completed and duly executed, or (iii) under certain circumstances specified in to the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-Agent at its principal office in EventNew Jersey. As Until adjustment thereof in certain events as provided in the Rights Agreement, the Purchase Exercise Price and shall be US$20 per Right (payable by certified check or money order payable to the order of the Corporation). The number and kind of shares of Preferred Stock or other securities, Common Shares which may be purchased upon for the exercise of the Rights evidenced by this Rights Certificate are Exercise Price is subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined set forth in the Rights Agreement). The right of any holder to exercise the Rights Certificate may be delayed or conditioned as required in order to assure compliance with governing securities laws and at any time the number of available authorized Common Shares is not sufficient to permit exercise of the Rights. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposein New Jersey, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 0.0000001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate adjustment and the Rights will only enable holders to receive the shares issuable upon such exchangenon-payment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings any meeting or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, Date: ALTAIR NANOTECHNOLOGIES INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: REGISTRAR AND TRANSFER COMPANY By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. XXXXX LIMITED This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions terms and conditions of the Amended and Restated Rights Agreement, Agreement dated as of August 6May 30, 1998, as amended from time to time 2003 (the "“Rights Agreement"), ”; terms defined therein are used herein with the same meaning unless otherwise defined herein) between SIZELER PROPERTY INVESTORS, INC.Xxxxx Limited, a Maryland corporation Bermuda company (the "Corporation"“Company”), and The Bank of New York Mellon Investor Services LLC, as Rights Agent (which term shall include any successor Rights Agent under the "Rights Agent"Agreement), to purchase from the Corporation Company at any time after the Distribution Date and prior to 5:00 P.M. (New York, New York time) on August 27, 2008 the Expiration Date at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of paid and non-assessable Series A Preferred Stock Preference Share, par value US$0.01 per share (the "“Preferred Stock") ”), of the Corporation, Company at a purchase price the Purchase Price initially of $______ US$29.02 per one-one thousandth share (1/1,000) each such one-thousandth of a share (the "Purchase Price")being a “Unit”) of Preferred Stock, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate (on the reverse side hereof) properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which Units that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Unit set forth above, are the number and Purchase Price above shall be subject to adjustment in certain events as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined provided in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Section 11(a)(ii) Event (as such term is defined in the Rights Agreement)or a Section 13 Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes suchor, or (iii) under certain circumstances specified described in the Rights Agreement, a transferee of an any such Acquiring Person or any Person, Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchAffiliate, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Section 11(a)(ii) Event or such Section 13 Event. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or to receive common stock, cash or other securitiesassets, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the Rights Agent Company and are also available from the Company upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company under certain circumstances at its option at a redemption price of $0.001 US$0.0001 per Right Right, payable at any time prior the Company’s option in cash or in common shares of the Company, subject to the earlier of (a) the Close of Business (adjustment in certain events as such term is defined provided in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementAgreement and such holder shall have been entered in the register of members of the Company. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ ATTEST: XXXXX LIMITED By: By: Name: Name: Title: Title: Countersigned: RIGHTS AGENT: MELLON INVESTOR SERVICES LLC, as Rights Agent By: ___________________________ Authorized Signature Name: Title: 39 [Form of Reserve Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRights.) FOR VALUE RECEIVED, ____________________________________________________ RECEIVED hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ , Attorney, to transfer the within said Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ___________________________ , 200 Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Plan Agreement dated as of August 6May 30, 19982011, as amended and restated from time to time (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Virginia Mines Inc., a Maryland corporation existing under the laws of Canada (the "“Corporation"”), and The Bank CIBC Mellon Trust Company, a corporation existing under the laws of New York Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement)) one (1) fully paid and non-assessable Common Share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal offices in the City of Toronto. The Exercise Price shall initially be $100 (iiCanadian) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances specified described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As combination thereof) all as provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The SHAREHOLDER RIGHTS PLAN This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRight. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ VIRGINIA MINES INC. By: Title: Countersigned: RIGHTS AGENT: _____________________ Authorized Signing Officer CIBC MELLON TRUST COMPANY By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ______________________________Signatory By: ______________________ Authorized Signatory SHAREHOLDER RIGHTS PLAN (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: VIRGINIA MINES INC. The undersigned hereby sells, assigns and transfers unto __________________________________irrevocably elects to exercise ___________ _____________________________________________________________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued to: (Please print name and address NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of transferee) Rights shall not be all the Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Schedule 1 Canadian chartered bank or an eligible guarantor institution with full power of substitutionmembership in an approved signature guarantee medallion program. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE SHAREHOLDER RIGHTS PLAN To be completed if true The undersigned hereby certifies represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not, and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the foregoing. SHAREHOLDER RIGHTS PLAN

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, COSTAMARE INC. This certificate certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6[INSERT MONTH, 1998DATE, as amended from time to time YEAR ON WHICH AGREEMENT ENTERED] (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Costamare Inc., a Maryland Xxxxxxxx Island corporation (the "Corporation"“Company”), and The Bank of New York American Stock Transfer & Trust Company, LLC (the "“Rights Agent"”), unless the Rights evidenced hereby have been previously redeemed by the Company, to purchase from the Corporation Company at any time prior to after the Distribution Date (as such term is defined in the Rights Agreement) and before 5:00 P.M. (New Yorkp.m., New York time (such time) , the “Close of Business”), on August 27, 2008 the Expiration Date at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Participating Preferred Stock Stock, U.S.$0.0001 par value (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ U.S.$25.00 per one one-one thousandth (1/1,000) of a share Preferred Share (the "Purchase “Exercise Price"”), upon presentation and surrender of this Rights Certificate with the Form form of Election election to Purchase and related Certificate purchase on the reverse side thereof duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which one one-thousandths of a Preferred Share that may be purchased upon exercise thereofhereof) set forth above, and the Purchase Exercise Price set forth above, are the number and Purchase Exercise Price as of _____________the Close of Business on the date specified by the Board of Directors of the Company (the “Board”) as the Record Date (the “Record Date”), based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares one one- thousandths of a Preferred Stock or other securities, which Share that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights CertificatesRights, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent and are also available upon written request to the Rights AgentCompany. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (ia) may be redeemed by the Corporation at its option Company at a redemption price (in cash or shares of $0.001 the Company’s common stock or other securities of the Company deemed by the Board to be at least equivalent in value) of U.S.$0.01 per Right at any time prior (subject to the earlier of (a) the Close of Business (adjustment, as such term is defined provided in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of Company’s common stock equivalents or other consideration as determined by the Company. The Company shall not be required to issue fractions of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights Preferred Shares (other than Rights which fractions that are not subject to such exchangeintegral multiples of one one-thousandth of a Preferred Share) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares or distribute certificates that evidence fractions of Preferred Stock will be issued Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon the exercise of any Right or Rights evidenced hereby (other than fractions which hereby. In lieu of issuing fractional Preferred Shares that are not integral multiples of one one-thousandth (1/1,000) of a share of Preferred StockShare, which may, at the election of the Corporation, be evidenced by depositary receipts), but Company may elect to make a cash payment will be made in lieu thereof, as provided in the Rights AgreementAgreement for such fractional shares. No holder of this Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose to be the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation which Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription subscriptions rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS[ ], 2010. COSTAMARE INC. ___________________________ ., By: Name: Title: CountersignedCOUNTERSIGNED: RIGHTS AGENT: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent By: ___________________________ Authorized Signature [Name: Title: —Form of Reserve Reverse Side of Rights Certificate] — FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Stock Rights Agreement, Agreement dated as of August 6October 15, 19982008, as amended from time to time (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Xxxxx.xxx Corporation, a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York (Computershare Trust Company, N.A. ( the "“Rights Agent"”), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,0000.001) of a fully paid, nonassessable paid and non-assessable share of Series A Participating Preferred Stock Stock, par value $0.00001 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price an Exercise Price of Ten Dollars ($______ 10.00) per one-one thousandth (1/1,0000.001) of a share Preferred Share (the "Purchase “Exercise Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one-thousandths (0.001) of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, 1 The portion of the legend in bracket shall be inserted only if applicable and shall replace the Purchase Price set forth above, preceding sentence. EXHIBIT B above are the number and Purchase Exercise Price as of _____________October 15, 2008 based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares portion of less than one one-thousandth (0.001) of a Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of , _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ ATTEST: XXXXX.XXX CORPORATION By: TitleIts: Countersigned: RIGHTS AGENT: COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] Its: FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ RECEIVED hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ________________________, ___ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the appropriate boxes that:Securities Exchange Act of 1934, as amended.

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, above each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated April 27, 2020, (the “Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Chorus Aviation Inc., a Maryland corporation existing under the laws of Canada (the "“Corporation"”), and The Bank AST Trust Company (Canada), a trust company existing under the laws of New York Canada, as rights agent (the "“Rights Agent")”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at after the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event Separation Time (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon and prior to the occurrence of a Flip-in Event Expiration Time (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by ) (i) an Acquiring Person or an Associate or Affiliate of any such Person (earlier expiration time as such terms are defined is provided in the Rights Agreement), (ii) a transferee at the Exercise Price referred to below, upon presentation and surrender of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject together with the Form of Election to modification Exercise duly executed and adjustment upon submitted to the happening Rights Agent at its principal offices in any of certain eventsthe City of Toronto, including Triggering Events one fully paid and non-assessable Class B voting share (a “Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is a Qualified Canadian (as such term is defined in the Rights Agreement)) and that the Voting Share purchased thereby will be beneficially owned and controlled by a Qualified Canadian; or one fully paid and non- assessable Class A variable voting share (a “Variable Voting Share”) if, at the time of purchase, the holder of the Right delivers to the Corporation a duly completed and executed Declaration as to Canadian Status (in the form approved by the Corporate Secretary of the Corporation from time to time) certifying that such holder is not a Qualified Canadian or that the Variable Voting Share purchased thereby will be beneficially owned or controlled by a Person that is not a Qualified Canadian; provided that, shall the holder of the Right fail to provide a duly completed and executed Declaration as to Canadian Status, and unless the Right Agent determines such holder to be a Qualified Canadian, such holder will be deemed not to be a Qualified Canadian and will be entitled to purchase Variable Voting Shares. The Exercise Price shall initially be $25 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered head office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRight. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreementhereby. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Signature page follows] WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, ⚫ CHORUS AVIATION INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: Authorized Signing Officer By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT Signing Officer AST TRUST COMPANY (CANADA) By: Authorized Signing Officer By: Authorized Signing Officer (To be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. XXXXXXXXX CREDIT COMPANY This certifies that __________________________________________ [ ], or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, (the “Rights Agreement”), by and between Xxxxxxxxx Credit Company, a Maryland real estate investment trust (the “Company”), and Equiniti Trust Company, LLC (the “Rights Agent”), dated as of August 6April 22, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent")2024, to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on August 27, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-thousandth (1/1,000) of a fully paid, paid nonassessable share of Series A Junior Preferred Stock Shares of beneficial interest, par value $0.01 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 40.00 per oneone ten-one thousandth (1/1,000) of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of shares one ten-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________the date of the Rights Agreement, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves Terms used herein with initial capital letters and not defined herein are used herein with the right to require prior to the occurrence of a Triggering Event (as such term is defined meanings ascribed thereto in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Stock Shares (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer that the Board of Trustees of the Company has determined, in its sole and absolute discretion, is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the provisions of the Rights Agreement, and any Rights Certificate delivered to the Rights AgentAgent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. The This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 0.01 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereofpart. In addition, the The Rights Agreement may be exchangedsupplemented and amended by the Company, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesprovided therein. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are The Company is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares issue fractions of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are integral multiples of one oneten-thousandth (1/1,000) of a share of Preferred StockShare, which may, at the election option of the CorporationCompany, be evidenced by depositary receipts)) or other securities issuable, but as the case may be, upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other Securities, the Company may make a cash payment will be made in lieu thereofpayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors trustees or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC20 . ___________________________ ByXXXXXXXXX CREDIT COMPANY Name: Xxxxxxxx X. Xxxx Title: Chief Executive Officer ATTEST Name: Xxxxxx-Xxxx Xxxxxxx Title: Secretary Countersigned EQUINITI TRUST COMPANY, LLC Name: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Page to Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Agreement, Plan Agreement dated as of August 6May 20, 19982004 amending and restating the Rights Agreement dated as of April 24, 1996, as amended on June 30, 1999, and as further amended, supplemented or restated from time to time (the "“Rights Agreement"), ”) between SIZELER PROPERTY INVESTORS, INC.Golden Star Resources Ltd., a Maryland corporation incorporated under the laws of Canada (the "“Corporation")”) and CIBC Mellon Trust Company, and The Bank a trust company incorporated under the laws of New York Canada, as Rights Agent (the "“Rights Agent"”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Rights Agreement), New York timeone fully paid common share of the Corporation (a “Common Share”) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase Exercise duly executed and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior submitted to the occurrence Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of a Triggering Event (as such term is defined the Rights Agent, at any other office of the Rights Agent in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issuedcities designated from time to time by the Corporation. Upon the occurrence of a Flip-Until adjustment thereof in Event (certain events as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities, which may shall be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of $<*> (Canadian) per Right. In certain events, including Triggering Events (as such term is defined circumstances described in the Rights Agreement), each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 Cdn.$0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred StockRight, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof, a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings meeting or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6September 29, 1998, as amended from time to time 2005 (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORS, INC.Tsakos Energy Navigation Limited, a Maryland corporation Bermuda company (the "Corporation"“Company”), and The Bank of New York (the "“Rights Agent"”), to purchase from the Corporation Company at any time prior to 5:00 P.M. (New York, New York time) on August 27October 10, 2008 2015 (or such later date as the Board may designate by amendment of the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock Share (the "“Preferred Stock"Share”) of the CorporationCompany, at a purchase price (the “Purchase Price”) of $______ 127 per one one-one thousandth (1/1,000) hundredth of a share Preferred Share (the "Purchase Price"such fraction, a “Preferred Share Fraction”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash. The number of Rights evidenced by this Rights Certificate (and the number of shares which Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of _____________October 10, 2005, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (Except as such term is defined otherwise provided in the Rights Agreement) that , upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate or Affiliate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an any such Acquiring Person or any Person, Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes suchAffiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person Person, or any an Affiliate or Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the an Acquiring Person becoming suchPerson, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Flip-in Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights AgentCompany. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 .001 per Right (subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of the close of business on (ai) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Share Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or ), and (bii) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeDate. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred StockShare, which may, at as the election of the CorporationCompany, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Corporation which Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action or action, or, to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ 20 ATTEST TSAKOS ENERGY NAVIGATION LIMITED By: Secretary Name: Title: Countersigned: RIGHTS AGENT: Countersigned THE BANK OF NEW YORK By: ___________________________ Authorized Signature [Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVEDRECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ___________________________ , 20 Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but a cash payment will be made in lieu thereof, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of a Rights Agreement made as of April 11, 2014 (the “Rights Agreement”) between SANDSTORM GOLD LTD., a corporation existing under the laws of the Province of British Columbia (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in Vancouver, British Columbia. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation. Date: ________________________________ SANDSTORM GOLD LTD. By: (signed) “Xxxx Xxxxxxx” Authorized Signatory Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: _____________________ Authorized Signatory Date: _____________________ -2- [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Guaranteed Signature Guaranteed: CERTIFICATE (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion Signature Guarantee Program (STAMP). (To be completed if true) CERTIFICATION The undersigned hereby certifies represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not, and, to the appropriate boxes that:knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of record of the number of rights Rights set forth above, each one of which entitles entitled the owner holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement (the “Shareholder Rights Agreement”) dated for reference April 22, dated as of August 6, 1998, as amended from time to time 2013 between Xxxxx Silver & Gold Mines Ltd. (the "“Company”) and Computershare Investor Services Inc. as Rights Agent under the Shareholder Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation Company at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Shareholder Rights Agreement), New York timeone common share of the company (a “Common Share”) on August 27, 2008 (subject to adjustment as provided in the Shareholder Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a completed and executed Form of Election to Purchase and related Certificate duly executedExercise at the principal office of the Rights Agent in Vancouver, Canada. The number of Rights evidenced by this Rights Certificate (Exercise Price shall initially be CDN $30.00 per Common Share and the number of shares which may shall be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price subject to adjustment in certain events as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind holder of record thereof to purchase shares of Preferred Stock an entity other than the Company or other securitiesto purchase or receive in exchange for such Rights Assets, which may be purchased upon the exercise securities or shares of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon Company other than Common Shares or more or less than one Common Share, or some combination of the happening of certain eventsforegoing, including Triggering Events (all as such term is defined provided in the Shareholder Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension . A copy of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Shareholder Rights Agreement are is on file at the above-mentioned principal executive office of the Rights Agent Company and are also is available upon written request to the request. This Rights Agent. The Rights Certificatecertificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the holder or record shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option Company at a redemption price of $0.001 0.0001 per Right Right, subject to adjustment in certain events, under certain circumstances at any time prior the option of the Company. Subject to the earlier provisions of (a) the Close of Business (as such term is defined in the Shareholder Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights evidenced by this Certificate may be exchanged, in whole terminated or in part, for shares amended by the Company at its option without the consent of the Common Stock, or shares holders of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRights. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other nor will Rights Certificates be issued for less than fractions which are integral multiples one whole Right. After the Separation Time, in lieu of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but issuing fractional Rights a cash payment will be made in lieu thereof, as provided in the Shareholder Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation Company at any meeting thereofmeeting, or to give or withhold consent to any corporate action or action, to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation Company (except as provided in the Shareholder Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it is shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as Company, this ___ day of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By. XXXXX SILVER & GOLD MINES LTD. Per: Name: Title: Countersigned: RIGHTS AGENTCOMPUTERSHARE INVESTOR SERVICES INC. Per: ByName: ___________________________ Authorized Signature Title: [Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder of record if such holder desires to transfer the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ RECEIVED hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyas attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, Company with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signatures must be guaranteed by a member firm of an eligible guarantor institution in an approved signature guarantee medallion program. (To be completed if true) The undersigned hereby certifies represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not, and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of the number of rights Rights set forth above, each of which entitles the owner registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Agreement, Plan Agreement dated as of August May 6, 19982010 amending and restating the Rights Agreement dated as of April 24, 1996, as amended on June 30, 1999, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 9, 2007, and as further amended, supplemented or restated from time to time (the "“Rights Agreement"), ”) between SIZELER PROPERTY INVESTORS, INC.Golden Star Resources Ltd., a Maryland corporation incorporated under the laws of Canada (the "“Corporation")”) and CIBC Mellon Trust Company, and The Bank a trust company incorporated under the laws of New York Canada, as Rights Agent (the "“Rights Agent"”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Rights Agreement), New York timeone fully paid common share of the Corporation (a “Common Share”) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase Exercise duly executed and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior submitted to the occurrence Rights Agent at its principal office in Vancouver, British Columbia or, with the approval of a Triggering Event (as such term is defined the Rights Agent, at any other office of the Rights Agent in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issuedcities designated from time to time by the Corporation. Upon the occurrence of a Flip-Until adjustment thereof in Event (certain events as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities, which may shall be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of $<*> (Canadian) per Right. In certain events, including Triggering Events (as such term is defined circumstances described in the Rights Agreement), each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRights. Copies of the Rights Agreement are on file at the above-mentioned registered office of the Rights Agent Corporation and are also available upon written request to the Rights Agentrequest. The This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at its option at a redemption price of $0.001 Cdn.$0.00001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred StockRight, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts)hereby, but in lieu thereof, a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings meeting or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner holder of record of the number of rights Rights set forth above, each one of which entitles the owner holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, dated as of August 6, 1998, as amended from time to time Plan Agreement (the "Shareholder Rights Agreement"), dated as of November 11, 2013 between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation MFC Industrial Ltd. (the "Corporation"), a corporation existing under the Business Corporations Act (British Columbia), and The Bank Computershare Inc., a corporation incorporated under the laws of New York (Delaware, as Rights Agent under the "Shareholder Rights Agent")Agreement, to purchase from the Corporation at any time after the Separation Time and prior to 5:00 P.M. the Expiration Time (New Yorkas such terms are defined in the Shareholder Rights Agreement), New York timeone common share of the Corporation (a "Common Share") on August 27, 2008 (subject to adjustment as provided in the Shareholder Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price")Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the a completed and executed Form of Election to Purchase and related Certificate duly executedExercise at the office of the Rights Agent designated for such purpose. The number of Until adjustment thereof in certain events as provided in the Shareholder Rights evidenced by this Rights Certificate (and Agreement, the number of shares which may Exercise Price shall be purchased upon exercise thereof) set forth above, and an amount equal to three times the Purchase Market Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Shareholder Rights Agreement) that upon any exercise of Rights, a number of Rights per Common Share determined as at the Separation Time and shall be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-subject to adjustment in Event (certain events as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind holder of record thereof to purchase shares of Preferred Stock an entity other than the Corporation or other securitiesto purchase or receive in exchange for such Rights, which may be purchased upon the exercise assets, securities or shares of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon Corporation other than Common Shares or more or less than one Common Share, or some combination of the happening of certain eventsforegoing, including Triggering Events (all as such term is defined provided in the Shareholder Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension . A copy of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Shareholder Rights Agreement are is on file at the above-mentioned principal executive office of the Rights Agent Corporation and are also is available upon written request to and the Rights AgentSystem for Electronic Document Analysis and Retrieval (SEDAR). The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Rights Certificate shall be exercised in part, the holder of record shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 0.0001 per Right Right, subject to adjustment in certain events, under certain circumstances at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares option of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In additionSubject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be exchanged, in whole terminated or in part, for shares of the Common Stock, or shares of common stock equivalents of amended by the Corporation having essentially at its option without the same value or economic rights as such shares. Immediately upon the action consent of the Board holders of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeRights. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other nor will Rights Certificates be issued for less than fractions which are integral multiples one whole Right. After the Separation Time, in lieu of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but issuing factional Rights a cash payment will be made in lieu thereof, as provided in the Shareholder Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders of the Corporation at any meeting thereofmeeting, or to give or withhold consent to any corporate action or action, to receive notice of meetings or other actions affecting stockholders shareholders of the Corporation (except as provided in the Shareholder Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Dated as of _______________ SIZELER PROPERTY INVESTORS, INCMFC INDUSTRIAL LTD. By: ___________________________ By: Title: Countersigned: RIGHTS AGENT: (signature) Authorized Signatory Countersigned by and on behalf of the Rights Agent, COMPUTERSHARE INC. By: ___________________________ _________(signature) Authorized Signature Signatory [Form of Reserve Reverse Side of Rights Certificate] MFC INDUSTRIAL LTD. – FORM OF ASSIGNMENT (To be executed by the registered holder of record if such holder desires to transfer the Rights CertificateRights.) FOR VALUE RECEIVED, ______RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ Attorneyas attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, Corporation with full power of substitution. Dated: ___________________________ ___________________________ Signature [month, day, year] Signature Guaranteed: CERTIFICATE Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) The signature of the person executing this power must be guaranteed by a participant of a recognized Medallion Guarantee Program, for example, a bank, credit union, brokerage house or by a member of a recognized stock exchange, at a guarantee level acceptable to the Rights Agent. CERTIFICATION (To be completed if true) The undersigned hereby certifies represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by checking this Rights Certificate are not, and, to the appropriate boxes that:knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement). Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Preferred Shares Rights Agreement, dated as of August 68, 1998, as amended from time to time 2006 (the "“Rights Agreement"”), between SIZELER PROPERTY INVESTORSThreshold Pharmaceuticals, INC.Inc., a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York the Mellon Investor Services LLC (the "“Rights Agent"”), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on August 278, 2008 2016, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable paid non-assessable share of Series A Participating Preferred Stock (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 25.00 per one-one thousandth (1/1,000) of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one-thousandths of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, , based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined . * The portion of the legend in bracket shall be inserted only if applicable and shall replace the Rights Agreement)preceding sentence. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares portion less than integral multiples of one one-thousandth of a Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of , . ATTEST: Threshold Pharmaceuticals, Inc. By: Secretary Chief Executive Officer Countersigned: Mellon Investor Services LLC as Rights Agent By: Authorized Signatory Date of countersignature: _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: FORM OF REVERSE SIDE OF RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVEDRECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ___________________________ , Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking a member firm of a registered national securities exchange, a member of the appropriate boxes that:National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other member of a medallion signature guarantee program approved by the Securities Transfer Association.

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. Miravant Medical Technologies This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of August 6July 13, 19982000, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC.Miravant Medical Technologies, a Maryland Delaware corporation (the "CorporationCompany"), and The Bank of New York U.S. Stock Transfer Corporation (the "Rights Agent"), to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New YorkP.M., New York time) , on August 27July 31, 2008 2010 at the office or offices of the Rights Agent designated for such purpose, or at the office of its successors successor as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable paid and non-assessable share of Series A B Junior Participating Preferred Stock Stock, par value $0.01 per share (the "Preferred StockShares") ), of the CorporationCompany, at a purchase price an Exercise Price of one hundred eighty dollars ($______ 180.00) per one-one thousandth (1/1,000) of a share Preferred Share (the "Purchase Exercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares one-thousandths of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, above are the number and Purchase Exercise Price as of _____________July 31, 2000 based on the Preferred Stock Shares as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request Agent. Subject to the provisions of the Rights AgentAgreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one one-thousandths of a share of Preferred Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares portion of less than one one-thousandth of a Preferred Stock Share will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of July _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate2000.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ___________________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. HOUGHTON MIFFLIN COMPANY This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Renewed Rights Agreement, dated as of August 6July 30, 19981997, as amended amended, restated, renewed or extended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC.Houghton Mifflin Company, a Maryland Massachusetts corporation (the "CorporationCompany"), and The Bank of New York BankBoston, N.A., a national banking association (the "Rights Agent"), to purchase from the Corporation Company at any time prior to 5:00 P.M. (New YorkBoston, New York Massachusetts time) on August 27July 30, 2008 2007, at the office or offices of the Rights Agent designated for such purposeAgent, or its successors as Rights Agent, designated for such purpose, one oneten-thousandth (1/1,000) of a fully paid, nonassessable share (a "Unit") of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") of the Corporation), at a purchase price of $______ 125 per one-one thousandth (1/1,000) of a share Unit (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related included Certificate duly completed and executed. The number of Rights evidenced by this Rights Certificate (and the number of shares Units which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of ______________, ______________, based on the Preferred Stock as constituted at such date. The Corporation Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would will be issued. Upon As more fully set forth in the Rights Agreement, from and after the first occurrence of a Flip-in Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person, an Adverse Person or an Associate or Affiliate of any such an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), which the Board (as defined in the Rights Agreement) in its sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through a change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or an Adverse Person (or of any such Associate or Affiliate of such Person becomes such, Affiliate) or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an such Acquiring Person or an Adverse Person (or of any such Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the such Acquiring Person or Adverse Person becoming such, such Rights shall become null and void without any further action, and no holder hereof shall have any right with respect to such Rights from and after whether under the occurrence of such Flip-in EventRights Agreement or otherwise. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of 100 Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Reference is also made to the Rights Agreement for definitions of capitalized terms used and not defined herein. Copies of the Rights Agreement are 101 on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. The This Rights Certificate, with or without other Rights Certificates, Certificates upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Units as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 .01 per Right at any time prior to the earlier of (ai) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or and (bii) the Final Expiration Date (as such term is defined in the Rights Agreement) and ); provided, however, that the Company may not redeem any Rights following an Adverse Person Event (ii) may be exchanged as defined in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereof. In addition, the Rights may be exchangedAgreement). If the Company so determines, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No no fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred StockUnit, which may, at the election of the CorporationCompany, be evidenced by depositary receipts), but in lieu thereof, a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action or action, or, to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of ___________ ___, _____ SIZELER PROPERTY INVESTORS, INC. ATTEST: HOUGHTON MIFFLIN COMPANY By ______________________________ By: By ______________________________ Secretary Title: Countersigned: RIGHTS AGENT: By: BANKBOSTON, N.A. By ______________________________ Authorized Signature 105 [Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______unto_______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________ __________, _______ _______________________________________ Signature Signature Guaranteed: 106 CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, INC. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, as amended and restated effective April 6, 2001 (the "Rights Agreement"), between SPS Technologies, Inc., a Pennsylvania corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on November 21, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Share, par value $1.00 per share (the "Preferred Shares") of the Company, at a purchase price (the "Purchase Price") of $250.00 per one one-hundredth of a Preferred Share (such fraction, a "Preferred Share Fraction"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(d) of the Rights Agreement, the Purchase Price shall be paid in cash or, if the Company permits, by the delivery of Common Stock, $.50 par value, of the Company (the "Common Shares") having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Preferred Share Fraction set forth above, are the number and Purchase Price as of November 21, 1998, based on the Preferred Shares as constituted at such date. Except as otherwise provided in the Rights Agreement, upon the occurrence of any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. ___________________________________________________________________________________________________________________________________________ or its, his or her registered assigns, is the registered owner of the number of rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "Rights Agreement"), between SIZELER PROPERTY INVESTORS, INC., a Maryland corporation (the "Corporation"), and The Bank of New York (the "Rights Agent"), to purchase from the Corporation at any time prior to 5:00 P.M. (New York, New York time) on August 27, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A Preferred Stock (the "Preferred Stock") of the Corporation, at a purchase price of $______ per one-one thousandth (1/1,000) of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________, based on the Preferred Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights AgentCompany. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 .01 per Right at any time prior to the earlier of the close of business on (ai) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) day following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) ), and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereofStated Expiration Date. In additionAfter a Section 11(a)(ii) Event, the Rights Board may be exchanged, in whole or in part, exchange one Common Share for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeeach Right. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred StockShare Fraction, which may, at as the election of the CorporationCompany, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Corporation which Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation shareholders at any meeting thereof, or to give or withhold consent to any corporate action or action, or, to receive notice of meetings or other actions affecting stockholders of the Corporation shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS, INC. ___________________________ By: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [Form of Reserve Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, __________________________________________________________________________________________ hereby sells, assigns This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and transfers unto its corporate seal. Dated as of ______________________, 19__ ATTEST SPS TECHNOLOGIES, INC. _________________________ By:_______________________________ Title: Countersigned MELLON INVESTOR SERVICES LLC By:______________________ Authorized Signature _____________________________________________________________________________________________________________________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto_________________________ _________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: _____________________, 19__ ______ ______________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:________________________________________________________________________________________________________________________________________________

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORS, STRATUS PROPERTIES INC. This certifies that __________________________________________ , or its, his or her its registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 6September 22, 1998, 2020 (as amended from time to time (in accordance with its terms, the "“Rights Agreement"”), by and between SIZELER PROPERTY INVESTORS, INC.Stratus Properties Inc., a Maryland Delaware corporation (the "Corporation"“Company”), and The Bank of New York Computershare Inc., the rights agent (and any successor rights agent, the "“Rights Agent"”), to purchase from the Corporation Company at any time prior to 5:00 P.M. (New York, New York City time) on August 27September 22, 2008 2023 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) hundredth of a fully paid, nonassessable non-assessable share of Series A D Participating Cumulative Preferred Stock Stock, par value $0.01 per share (the "“Preferred Stock") ”), of the CorporationCompany, at a purchase an exercise price of $______ 150 per one one-one thousandth (1/1,000) hundredth of a share (the "Purchase “Exercise Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share set forth above, are the number and Purchase Exercise Price as of _____________September 22, 2020, based on the Preferred Stock as constituted at such date. The Corporation Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would will be issued. Capitalized terms used but not defined herein shall having the meanings specified in the Rights Agreement. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement)In Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or a Related Person of an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement)Acquiring Person, (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Related Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or any Associate or Affiliate a Related Person of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming suchPerson, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in Eventany jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Rights AgentCompany. The This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be (i) may be redeemed by the Corporation at its option Company at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stockcommon stock, par value $0.0001 0.01 per share, other property or any combination thereof. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesCompany. Immediately upon the action of the Board of Directors of the Corporation Company authorizing any such exchange, and without any further action or any noticeredemption, the Rights (other than Rights which are not subject to such exchange) will shall terminate and the only right of the holders of Rights will only enable holders shall be to receive the shares issuable upon such exchangeredemption price. No fractional shares of Preferred Stock will shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-thousandth (1/1,000) hundredth of a share of Preferred Stock, which may, at the election of the CorporationCompany, be evidenced by depositary receipts), but in lieu thereof a cash payment will shall be made in lieu thereofmade, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Corporation Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned manually or by facsimile signature by the Rights Agent. * * * * * * * WITNESS the facsimile signature of the proper officers officer of the Corporation and its corporate sealCompany. Dated as of _______________ SIZELER PROPERTY INVESTORS, 20 STRATUS PROPERTIES INC. ___________________________ By: Name: Title: Countersigned: RIGHTS AGENT: COMPUTERSHARE INC. By: ___________________________ Authorized Signature Name: Title: [Form of Reserve Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ RECEIVED hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyas attorney in fact, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ___________________________ ___________________________ , Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. SIZELER PROPERTY INVESTORSTHE XXXXXX GROUP, INC. This certifies that __________________________________________ , or its, his or her registered assigns, is the registered owner of the number of rights Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Rights Agreement, dated as of August 6, 1998, as amended from time to time (the "“Rights Agreement"”), by and between SIZELER PROPERTY INVESTORSThe Xxxxxx Group, INC.Inc., a Maryland corporation (the "Corporation"“Company”), and The Bank of New York American Stock Transfer & Trust Company, LLC (the "“Rights Agent"”), dated as of December 18, 2008, to purchase from the Corporation Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (New York, New York time) on August 27, 2008 the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one oneten-thousandth (1/1,000) of a fully paid, paid nonassessable share of Series A Junior Participating Preferred Stock Stock, par value $1.00 per share (the "“Preferred Stock") Shares”), of the CorporationCompany, at a purchase price of $______ 90 per oneone ten-one thousandth (1/1,000) of a share Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of shares one ten-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _____________the date of the Rights Agreement, based on the Preferred Stock Shares as constituted at such date. The Corporation reserves Terms used herein with initial capital letters and not defined herein are used herein with the right to require prior to the occurrence of a Triggering Event (as such term is defined meanings ascribed thereto in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee after such Acquiring Person or any Associate or Affiliate of such Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or any Associate or Affiliate of such Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and and/or the number and and/or kind of shares of Preferred Stock (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights under the specific circumstances set forth specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and can be obtained from the Company without charge upon written request therefor. Pursuant to the Rights Agreement, from and after the occurrence of any Person becoming an Acquiring Person, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of any Person becoming an Acquiring Person or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agent Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are also available upon written request or have become void pursuant to the provisions of the Rights Agreement, and any Rights Certificate delivered to the Rights AgentAgent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. The This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a like number of one ten-thousandths of a Preferred Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights with the Form of Assignment (if appropriate) and the related Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights for which this Rights Certificate is not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (a) the Close of Business (as such term is defined in the Rights Agreement) on the tenth (10th) Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement) (as such time period may be extended pursuant to the Rights Agreement) or (b) the Final Expiration Date (as such term is defined in the Rights Agreement) and (ii) may be exchanged in whole or in part for Preferred Stock, shares of the Corporation's Common Stock, par value $0.0001 per share, other property or any combination thereofpart. In addition, the The Rights Agreement may be exchangedsupplemented and amended by the Company, in whole or in part, for shares of the Common Stock, or shares of common stock equivalents of the Corporation having essentially the same value or economic rights as such sharesprovided therein. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are The Company is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares issue fractions of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are integral multiples of one oneten-thousandth (1/1,000) of a share of Preferred StockShare, which may, at the election option of the CorporationCompany, be evidenced by depositary receipts)) or other securities issuable, but as the case may be, upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other Securities, the Company may make a cash payment will be made in lieu thereofpayment, as provided in the Rights Agreement. No holder of this Rights Certificate shall Certificate, as such, will be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Corporation Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Dated as of _______________ SIZELER PROPERTY INVESTORS. THE XXXXXX GROUP, INC. ___________________________ ByName: Xxxxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Secretary Countersigned AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Name: Title: Countersigned: RIGHTS AGENT: By: ___________________________ Authorized Signature [page to Rights Certificate Form of Reserve Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________ hereby sells, assigns and transfers unto _____________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. DatedDated : ___________________________ ___________________________ , Signature Signature Signature(s) Guaranteed: CERTIFICATE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). Signature