Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. 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, dated as of ________ , 1999 (the "Rights Plan"), between Pediatrix Medical Group, Inc., a Florida corporation (the "Company"), and _______________ (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Eastern time) on ____________, 2009 at the office or offices of the Rights Agent designated for such purpose, or its successor(s) as Rights Agent, one one-thousandth of a fully paid, non-assessable share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares") (or in certain circumstances, cash, property or other securities), at a purchase price of $_____ per one one-thousandth of a 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 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 and Purchase Price as of ____________, 1999, based on the Company's Common Stock and Preferred Shares as constituted at such date.

RIGHTS CERTIFICATE. 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, dated as of ________ ___, 1999 (the "Rights Plan"), between Pediatrix Medical Group___________________, Inc., a Florida Delaware corporation (the "Company"), and ____________________ (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Eastern New York time) on ____________, 2009 at the office or offices of the Rights Agent designated for such purpose, or its successor(s) as Rights Agent, one one-thousandth of a fully paid, non-assessable share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares") (or in certain circumstances, cash, property or other securities), at a purchase price of $_____ .00 per one one-thousandth of a 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 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 and Purchase Price as of _________, ___, 1999, based on the Company's Common Stock and Preferred Shares as constituted at such date.

RIGHTS CERTIFICATE. This certifies that [________________________________________], or registered assigns, 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, Agreement dated as of [________ _], 1999 2001 (the "Rights PlanAgreement"), ) between Pediatrix Medical Group, Inc.Garmin Ltd., a Florida corporation Cayman Islands company (the "Company"), and _______________ UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as rights agent (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Eastern New York, New York time) on [____________, 2009 ___] at the principal office or offices of the Rights Agent designated for such purpose, or its successor(s) successors as Rights Agent, one one-thousandth 1/1,000ths of a fully paid, non-assessable paid nonassessable share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share Shares (the "Preferred Shares") (or in certain circumstances), cash, property or other securities)of the Company, at a purchase price of $[_____ _____] per one one-thousandth 1/1,000ths of a Preferred Share 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 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 1/1,000ths share set forth above, are the number and Purchase Price as of _[___________, 1999____], based on the Company's Common Stock and Preferred Shares of the Company as constituted at such date.

RIGHTS CERTIFICATE. This certifies that [________________________________________], or registered assigns, 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, Agreement dated as of [________ _], 1999 2000 (the "Rights PlanAgreement"), ) between Pediatrix Medical Group, Inc.Garmin Ltd., a Florida Cayman Islands corporation (the "Company"), and _______________ UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as rights agent (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Eastern New York, New York time) on [____________, 2009 ___] at the principal office or offices of the Rights Agent designated for such purpose, or its successor(s) successors as Rights Agent, one one-thousandth 1/1,000ths of a fully paid, non-assessable paid nonassessable share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share Shares (the "Preferred Shares") (or in certain circumstances), cash, property or other securities)of the Company, at a purchase price of $[_____ _____] per one one-thousandth 1/1,000ths of a Preferred Share 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 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 1/1,000ths share set forth above, are the number and Purchase Price as of [_______________], 19992000, based on the Company's Common Stock and Preferred Shares of the Company as constituted at such date. Upon the occurrence of a transaction listed in Section 11(a)(ii) (a "Section 11(a)(ii) Event"), if the Rights evidenced by this Rights Certificate _______________________ * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

RIGHTS CERTIFICATE. 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, dated as of ________ , 1999 (the "Rights Plan"), between Pediatrix Medical Group, Inc.Quest Education Corporation, a Florida Delaware corporation (the "Company"), and _______________ (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Eastern New York time) on ____________, 2009 at the office or offices of the Rights Agent designated for such purpose, or its successor(s) as Rights Agent, one one-thousandth of a fully paid, non-assessable share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares") (or in certain circumstances, cash, property or other securities), at a purchase price of $_____ per one one-thousandth of a 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 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 and Purchase Price as of ____________, 1999, based on the Company's Common Stock and Preferred Shares as constituted at such date.