Common use of Signature Clause in Contracts

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In Signature: -------------------------- -------------------------- Print Name: Print Name: -------------------------- -------------------------- Date: Date Accepted: -------------------------- -------------------------- Exhibit J-2#: -------------------------- Send materials to: DSI, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, #▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Exhibit J-1 - Pg. 2. EXHIBIT J-3 DESIGNATED CONTACT Account Number --------------------- Notices and communications should be Invoices should be addressed to addressed to: Preferred Beneficiary at: Company Name: SpeechWorks ------------------------ ------------------------------------ International, Inc. ------------------------ ------------------------------------ Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ---------------------------- ------------------------------------ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ---------------------------- ------------------------------------ ---------------------------- ------------------------------------ Designated Contact: Corporate Counsel Contact: ----------------- ---------------------------- Telephone: ▇▇▇-▇▇▇-▇▇▇▇ --------------------------- ------------------------------------ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ P.O. #, if required: --------------------------- ---------------- Requests to change the event the certification set forth above is not completed designated contact should be given in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced writing by the enclosed Rights Certificate to be an Acquiring Person designated contact or an Affiliate or Associate thereof authorized employee. Contracts, Deposit Materials and Invoice inquiries and fee notices to DSI should be addressed to: remittances to DSI should be addressed to: DSI DSI Contract Administration Accounts Receivable ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Date: -------------------------------------------- Exhibit J-3 - Pg. 1. EXHIBIT K Form of Joint Press Release ▇▇▇▇▇ ▇▇▇▇▇▇▇, AT&T ▇▇▇▇ ▇▇▇▇▇▇, SpeechWorks ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ---------------- --------------------------- For Release Monday, June 12, 2000 AT&T, SPEECHWORKS PARTNER ON SPEECH-ENABLED SERVICES SpeechWorks Solutions to Incorporate State-of-Art AT&T Labs Technologies ------------------------------------------------------------------------ BASKING RIDGE, N.J. and BOSTON, MA. - AT&T and SpeechWorks International, Inc., today announced an agreement for SpeechWorks to develop products, using AT&T Labs' leading-edge speech-processing technologies, that the two parties will market to AT&T business units serving 80 million customers. The agreement pairs AT&T, with its long history of world-class speech research and related services, with SpeechWorks' development capabilities as defined a leading provider of speech-enabled products that today serve the customers of Apple Computer, Cellular One, E*Trade, Federal Express, Hewlett-Packard, United Airlines and other businesses. In return for a license to its technologies, AT&T receives a minority ownership stake in the Rights Agreement) or privately-held SpeechWorks. AT&T and SpeechWorks will collaborate to deploy next-generation, speech- enabled services such as: -- AT&T "How May I Help You?SM" Service: a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisablenatural-language processing application that lets customers calling into a call center speak freely with an automated customer support application. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests Unlike applications that certificates for such shares be issued exist in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall market today, "How May I Help You?" does not be all require users to speak pre-defined phrases to the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__application.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORP, INC. To STATE FINANCIAL SERVICES CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: _______________________________, ____ Address--------------------------------------- Signature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. [Form of Rights shall not be all Reverse Side of Right Certificate -- continued] -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPISOLYSER COMPANY, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ____________________________________ Address: :____________________________ ____________________________________ Social Security or Other Taxpayer Identification Number: No:__________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____________________________________ Address: :____________________________ ____________________________________ Social Security or Other Taxpayer Identification Number: No:__________________ Dated: _______________, 19__, ____ Signature Guaranteed: ____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or corespondent in the United States -------------------------------------------------------------------------------- (To be completed if true) 45 The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, 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 an Affiliate or Associate thereof (as defined in the Rights Agreement). ______________________________________ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF ISOLYSER COMPANY, INC. Pursuant to Sections 14-2-1001 and 14-2-1002 of the Georgia Business Corporation Code, Isolyser Company, Inc., a Georgia corporation (the "Corporation"), hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the enclosed Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. INTERMET CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 53 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo ARBOR SOFTWARE CORPORATION: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ Dated: _____________ ___, _____ _________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. BANKERS TRUST NEW YORK CORPORATION The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating interests in Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares interests in Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address: (Please print name and address) _________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _________________________________________________________________ Address: (Please print name and address) _________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: __________________, 19__ _____________________________ Signature Signature Guarantee: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate - continued ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _____________________________ Signature ------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner 42 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORPTo ENDOVASCULAR TECHNOLOGIES, INC. .: The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: _____________________, ______ _____________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. 43 Form of Rights shall not be all Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. COLGATE-PALMOLIVE COMPANY The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19___ ____________________________ Signature B-5 Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo PROVANT, Inc.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Participating Series A Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_______, ____ ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Rights Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In Note: The above signature must correspond with the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (name as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable written upon the exercise face of such Rights and requests that certificates for such shares be issued this Warrant Certificate in the name ofevery particular, without alteration or enlargement or any change whatever. Signature Guaranteed: ______________________________________________ AddressFORM OF ASSIGNMENT For value received _______________________ hereby sells, assigns and transfers unto _____________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated ____________________, 199__ Signature: __________________________________________________________ Social Security or Other Taxpayer Identification NumberNote: 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 above signature must correspond with the name as written upon the face of and delivered tothis Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: ___________________________________ Address: ___________________________________ Social Security SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS/2/ ---------------------------------------------- The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants of Amount of Amount of this Global decrease in increase in Warrant Signature of Number of Number of following authorized Date of Warrants of this Warrants of this such decrease signatory of Exchange Global Warrant Global Warrant (or Other Taxpayer Identification Number: Dated: _______________, 19__increase) Warrant Agent ---------- ---------------- ---------------- ------------- -------------

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Reverse Side of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF -- continued ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. First Indiana Corporation The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _____________________________________________________________________________ Address: (Please print name and address) _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------------------- Reverse Side of Rights Certificate -- continued The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 69 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPMcDO▇▇▇▇ & ▇OMPANY INVESTMENTS, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 191995 ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 70 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ______________________________________ Signature ------------------------------------------------------------------------------ NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 1, 1995, the Board of Directors of McDo▇▇▇▇ & ▇ompany Investments, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the Common Shares"), of the Company. The dividend is payable on November 15, 1995 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company at a price of $60 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and National City Bank, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPIMPERIAL CREDIT INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :_________ _______________, 19____________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORP, INC. GIGA-TRONICS INCORPORATED The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____, _____ _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-5 78 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPMONTEREY RESOURCES, INC. The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security ______________________________ or other identifying number ______________________________ _________________________ ______________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security ______________________________ or other identifying number ______________________________ _________________________ ______________________________ (Please print name and address) Dated: , ---------------------- ----------- Signature ________________________________ AddressSignature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number of Rights shall not be all a commercial bank or trust company having an office or correspondent in the United States. B-6 79 (FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED) -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORPTo STRATOS LIGHTWAVE, INC. .: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ ____, ______ _______________, 19___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo NABI: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise________________ Rights represented by this Rights Certificate to purchase the Series One Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Series One Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _______________________________________________________________________________ AddressDated: ______________________________, _____ ___________________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Rights Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] B-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - CONTINUED FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPAronex Pharmaceuticals, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------ ------------------------ ---------------------- ------------------------ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------ ------------------------ ---------------------- ------------------------ (Please print name and address) Dated:_______________________________,____ AddressSignature ----------------------------- Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. (Form of Rights shall not be all Reverse Side of Right Certificate -- continued) ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner A-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. UNIVERSAL CORPORATION The undersigned hereby irrevocably elects to exercise ______ ___________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :_______________, 19__ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In 53.1 This Agreement is signed by the event Parties on the certification set forth above dates and at the places indicated below. 53.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts. 53.3 The persons signing this Agreement in a representative capacity warrant their authority to do so. 53.4 The Parties record that it is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate required for this Agreement to be an Acquiring Person or an Affiliate or Associate thereof (as defined in valid and enforceable that a Party shall initial the Rights Agreement) or pages of this Agreement and/or have its signature of this Agreement verified by a transferee witness. SIGNED at Cape Town on 7 May 2024 For and on behalf of any /s/ ▇▇▇▇▇ ▇. Kola___________________ Signature ▇▇▇▇▇ ▇. ▇▇▇▇ ___________________ Name of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise Signatory Director___________________________ whole Rights represented by the attached Rights Certificate to purchase the shares Designation of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Signatory /s/ ▇▇▇▇▇▇▇ ▇. Mali___________________ Signature Lincoln C. Mali______________________ Name of Signatory Director____________________________ Address: Designation of Signatory SIGNED at Cape Town on 7 May 2024 For and on behalf of /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇__________________ Signature ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇_____________________ Name of Signatory Executive Chairman_________________ Designation of Signatory /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ _______________ Signature ▇▇▇▇▇▇ ▇. Heilbron__________________ Name of Signatory ▇▇▇▇▇▇ ▇. Heilbron__________________ Designation of Signatory SIGNED at Bedfordview on 7 May 2024 For and on behalf of /s/ ▇▇▇▇ ▇▇▇▇▇▇▇__________________ Signature ▇▇▇▇ ▇▇▇▇▇▇▇_____________________ Name of Signatory Director__________________________ Social Security or Other Taxpayer Identification Number: If such number Designation 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: Signatory /s/ ▇▇▇▇ ▇▇▇▇_______________________ Signature ▇▇▇▇ ▇▇▇▇________________________ Name of Signatory Director__________________________ Address: Designation of Signatory SIGNED at Cape Town on 7 May 2024 For and on behalf of /s/ Grant Manicom________________ Signature Grant Manicom___________________ Name of Signatory Director_________________________ Designation of Signatory SIGNED at Bedfordview on 7 May 2024 For and on behalf of /s/ ▇▇▇▇ ▇▇▇▇▇▇▇__________________ Signature ▇▇▇▇ ▇▇▇▇▇▇▇_____________________ Name of Signatory Director__________________________ Social Security or Other Taxpayer Identification Number: Dated: Designation of Signatory /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇_______________, 19___ Signature ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇_____________________ Name of Signatory Director __________________________ Designation of Signatory Crossfin Apis Transactional Solutions Proprietary Limited 2017/541983/07 Account Holder: Crossfin Apis Transactional Solutions (Pty) Ltd 990,018 ordinary no par value shares 97.28% Office 2-15 Workshop 17 The Bank ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Xxx Xxx Xxx Bank: Xxx Branch: Xxx 182,716 ordinary shares (previously 182,716 class "B" preference shares) South Africa Branch Code: / Swift Code Branch code Xxx Swift Code Xxx Account Number: Xxx 160,082 class "C" preference shares Reference: Xxx Adumo ESS Proprietary Limited 2022/371949/07 Bank account to be nominated prior to the Closing Date. 37,218 ordinary shares 2.72% 3 Muswell Road Wedgewood Office Block Block E and C Bryanston Gauteng 2191 Xxx Xxx South Africa Crossfin SPV 1 Proprietary Limited (being made a party to the Agreement for purposes of binding it to clauses 4.1.18 and 4.5) 2021/704220/07 Not Applicable Not Applicable Not Applicable Office 2-15 Workshop 17 The Bank ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Xxx Xxx Xxx South Africa The Warranties contained in this Annexure B are given by the Seller on the basis set out in clause 28 of the Agreement to which this Annexure B is attached. To the extent that the Agreement may have been signed on a date which results in the use of any tense being inappropriate, the Warranties shall be read in the appropriate tense.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To NINE WEST GROUP INC.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: _____________________________________________________________ Address: _____________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _____________________________________________________________ Address: _____________________________________________________________ Social Security If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or Other Taxpayer Identification Number: Dated: other identifying number _______________, 19______________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________ _____________________________________________________________ Dated:________________________ ____________________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. _____________________________________________________________ _____________________________________________________________ (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature _____________________________________________________________ _____________________________________________________________ NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective e▇▇▇▇▇▇, (▇) had the r▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4- Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo: FIRST MIDWEST BANCORPKPMG CONSULTING, INC. .: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ __, ______ _______________, 19___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -B-5- Form of Reverse Side of Rights Certificate -- continued --------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP▇▇▇▇▇▇ INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____, _______ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (Series A Preferred Stock) (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPTo ODETICS, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached this Rights Certificate to purchase the shares units of Participating Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ___________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ___________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: _______________________________, ____ Address: ___________________________________ Social Security or Other Taxpayer Identification NumberSignature Signature Guaranteed: Dated: _______________, 19__Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo REGAL-BELOIT CORPORATION: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right 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: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ____________, ____ _______________, 19_______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate -- continued] ------------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 56 Form of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee Reverse Side of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Right Certificate] --continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, THE FINOVA GROUP INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number______________________ _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number______________________ _______________________________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :____________________, 19____ _______________________________________ Signature ------------------------------------------------------------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST FEDERAL FINANCIAL BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ the whole Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock or Common Stock, as the case may be, issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: __________________________________ __________________________________ Social Security or Other other Taxpayer Identification Number: __________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: __________________________________ __________________________________ Social Security or Other other Taxpayer Identification Number: __________________________________ Dated: _______________, 19______

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner A-4 32 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPGeneral Signal Networks, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) _____________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _____________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _____________________________________________ Address: Dated:________________,__________ ___________________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. A-5 33 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP▇▇▇▇▇▇-▇▇▇▇▇ PROPERTIES, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ If such number of Rights shall not be all the Rights represented by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ Dated: ___________________, ____ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. Form of Rights shall not be all Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced represented by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. PACIFIC SCIENTIFIC COMPANY The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _______________________________________________________________________________ AddressDated: _____________________, 1997 __________________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise has executed this Shareholder Agreement and Questionnaire this ____ day of _____________, 199__. ----------------------------- Print Name ----------------------------- Signature ----------------------------- Print state of residence If the Investor is a PARTNERSHIP, CORPORATION, TRUST or OTHER ENTITY, complete the following: ----------------------------- ----------------------------- Print name of partnership, Capacity of authorized corporation, trust or entity representative By:__________________________ whole Rights represented by _____________________________ Signature of authorized Print jurisdiction of representative organization or incorporation ----------------------------- Print name of authorized representative IMPORTANT: Signatures must be NOTARIZED on one of the attached Rights Certificate following pages. [Individual Acknowledgment] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _____________, 19__, before me personally came ____________________, to purchase me personally known and known to me to be the shares individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same. Given under my hand and seal this ____ day of Participating Preferred Stock issuable upon __________, 19__. ----------------------------- Notary Public [Corporate Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the exercise ____ day of such Rights and requests that certificates for such shares be issued in the name of: _______________________, 19__, before me personally came ___________________________________ Address: , to me personally known, who being by me sworn, did depose and say that (s)he resides in ___________________________________ Social Security or Other Taxpayer Identification Number: If such number ; that (s)he is 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: ________________, the corporation described in and which executed the above instrument; and that (s)he signed such instrument by order of the board of directors of said corporation. Given under my hand and seal this ____ day of __________, 19__. ----------------------------- Notary Public [Partnership Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of ___________________, 19__, before me personally came _____________________, one of the partners of __________________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same in the aforesaid capacity. Given under my hand and seal this ____ day of __________, 19__. ----------------------------- Notary Public [Trust Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _______________, 19__, before me personally came _____________________, trustee under ________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same in the aforesaid capacity. Given under my hand and seal this ____ day of __________, 19__. ----------------------------- Notary Public Exhibit A SHAREHOLDER REPRESENTATIVE CERTIFICATE The undersigned, does hereby represent that the responses to the questions contained herein are complete and accurate and may be relied upon by Lukens Medical Corporation ("Luken▇") ▇n connection with the p▇▇▇▇▇▇d issuance of common stock, par value $.01 per share, of Lukens (the "Lukens Common Stock") ▇▇ ▇▇▇ below re▇▇▇▇▇▇ed person (the "Shareholder") pursuant to a certain Agreement of Merger and Reorganization, among Lukens, PRO-TEC Containers, (the "C▇▇▇▇▇▇") and certain other parties (the "Agreement"), and the merger transaction contemplated thereby. The undersigned further agrees to notify Lukens immediately of any material ▇▇▇▇ge in any of the information provided below occurring prior to any issuance or transfer of shares of Lukens Common Stock to the below name▇ ▇▇▇reholder on whose behalf the undersigned is acting as Shareholder Representative.

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [(To be attached to each Rights Certificate] ) FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. [ ] The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ Dated: ________________, 19_______ Signature Guaranteed: ________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank of trust company having an office or correspondent in the United States. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, 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 an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Exhibit B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPGEMSTAR-TV GUIDE INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :_______________, 19___________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignmentFORM OF REVERSE SIDE OF RIGHT CERTIFICATE, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisableCONT. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by the Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. PROCYTE CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ___________________________________ Address: ______________________________________________ Social Security ________________________________________________________________________________ (Please print name and address and insert social security or Other Taxpayer Identification Number: other identifying number.) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ______________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ________________________________________________________________________________ (Please print name and address and insert social security or other identifying number.) Dated: _________, 19___ ___________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [(To be attached to each Rights Certificate] ) FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. [ ] The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: __________________________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: __________________________________________________________ Address: __________________________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ Dated: ________________, 19_______ Signature Guaranteed: __________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank of trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, 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 an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 72 Form of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee Reverse Side of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Right Certificate] --continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPEXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ______________________________________________________________ Address: ______________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ________________, 19_____ _________________________________ Signature Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above in the Form of Election to Exercise is not completed in connection with a purported assignmentcompleted, the Company Trust will deem the Beneficial Owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to shall be void null and not transferable or exercisablevoid. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise FOR VALUE RECEIVED _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: hereby sells, assigns and transfers unto ______________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ________________________________________________________ Address: (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 _____________________________ as attorney to transfer the within Rights on the books of the Trust, with full power of substitution. Dated __________________________ Signature Guaranteed _________________________________________________ Social Security Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or Other Taxpayer Identification Number: Dated: _______________enlargement or any change whatsoever) Signature must be guaranteed by a Canadian chartered bank, 19__or Medallion guaranteed by a Canadian trust company or a member of a recognized stock exchange or a member of the Transfer Association Medallion (Stamp) Program. [To be completed if true] The undersigned hereby represents, for the benefit of all holders of Rights and Trust Units, 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 an Affiliate or Associate thereof or any Person acting jointly or in consent with any of the foregoing (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORPTo HEARTPORT, INC. .: The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number_____________________________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ________________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number_____________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: _____________ ___, _____ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a financial institution that is a member of the Stock Transfer Association's approved Medallion program (such as STAMP, SEMP or MSP) having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To NINE WEST GROUP INC.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: _____________________________________________________________ Address: _____________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _____________________________________________________________ Address: _____________________________________________________________ Social Security If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or Other Taxpayer Identification Number: Dated: other identifying number _______________, 19______________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________ _____________________________________________________________ Dated:________________________ ____________________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. _____________________________________________________________ _____________________________________________________________ (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature _____________________________________________________________ _____________________________________________________________ NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective ▇▇▇▇▇▇▇, (▇) had the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇n February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Exhibit B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. GEMSTAR INTERNATIONAL GROUP LIMITED The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19______ _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo: FIRST MIDWEST BANCORPSTARMEDIA NETWORK, INC. The undersigned hereby irrevocably elects to exercise_______________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: 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: __ ________________________________________________________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPF▇▇▇▇▇▇ COMPANIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________ Address: (Please print name and address) _______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________ Address: (Please print name and address) _______________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__, 199_ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner A-4 67 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights evidenced by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPRockwell Coll▇▇▇, INC. ▇▇c. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented evidenced by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ___________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ________________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________ ______________________ Signature Signature Guaranteed: A-5 68 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-3 57 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPAXCELIS TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_______ ______________________________ Signature Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPDAKTRONICS, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ___________________ ________________________________________________________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ___________________ ________________________________________________________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) (Please print name and address) Dated: _______________, 19________ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ___________________________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 19, 1998, the Board of Directors of Daktronics, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value (the "Common Shares"), of the Company. The dividend is payable on December 9, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Shares") of the Company at a price of $80.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 19, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction' in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require, an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. NORWEST CORPORATION The undersigned hereby irrevocably elects to exercise _____________exercise__________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ____________ ________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number of Rights shall not be all a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Signature -------------------------------------------------------------------------------- [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed by registered holder if such holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST WARWICK COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating interests in Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares interests in Preferred Shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security __________________________ (Please insert social security or Other Taxpayer Identification Number: other taxpayer identification number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: __________________________ __________________________ Address__________________________ (Please print name and address) __________________________ (Please insert social security or other taxpayer identification number) Dated: ____________________, 20__ _________________________________ Social Security or Other Taxpayer Identification Number: Dated: Signature _______________, 19__________________ Signature [Form of Reverse Side of Right Certificate -- continued] Signature Guarantee: Signatures must be guaranteed by an eligible financial institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee Reverse Side of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Right Certificate] FORM OF ELECTION TO EXERCISE --continued (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPEXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address: (Please print name and address) ______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _____________________________________________________________ Address: (Please print name and address) _____________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________ Dated: ________________, 19_____ _______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. ANADARKO PETROLEUM CORPORATION The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ _______________, 19_______ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. FLOW INTERNATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number. __________________________________________________________________________ (Please print name and address.) __________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number. ____________________________________________________________________________ (Please print name and address.) ____________________________________________________________________________ Dated: ___________________________________ Address: ___, 19____ _____________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. Form of Rights shall not be all Reverse Side of Right Certificate - continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo Avici Systems Inc.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: _______________, _____ _________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. B-5 Form of Reverse Side of Right Certificate continued ---------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: To FIRST MIDWEST BANCORPBANK SYSTEM, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: __________, 19_ _______________, 19__________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TO: To FIRST MIDWEST BANCORPBANK SYSTEM, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification number or other identifying number ______________________________________________________________________________ Address(Please print name and address) Dated: ___________, 19 __ _________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number: ) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number: ) Dated: _______________, 19_____

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner 62 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. KYZEN CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19___ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ________________________________________________________________________________ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ________________________________________ Signature ________________________________________________________________________________

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner A-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights evidenced by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPConexant Systems, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented evidenced by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: -------------------------------------- Please insert social security | | or other identifying number | | -------------------------------------- --------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: -------------------------------------- Please insert social security | | or other identifying number | | -------------------------------------- --------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------- Dated: _____________ _______________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States, in each case, Form of Rights shall not be all Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------ participating in a Medallion program approved by the Securities Transfer Association, Inc. ------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. GEMSTAR INTERNATIONAL GROUP LIMITED The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19______, 1998 __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In B-4 76 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the event Right Certificate.) To: Administaff, Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the certification set forth above is Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) If such number of Rights shall not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of be all the Rights evidenced by this Right Certificate, a new Right Certificate for the enclosed balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) Dated: -------------------------,----------. Signature -------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 (Form of Reverse Side of Right Certificate to be -- continued) -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate).) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 76 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. DELL COMPUTER CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: __________________, 19___ ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In The above information is true and correct in all material respects and the event the certification set forth above is not completed in connection with a purported assignment, undersigned recognizes that the Company will deem and its counsel are relying on the Beneficial Owner truth and accuracy of such information in relying on an exemption from the registration requirements of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (Securities Act of 1933, as defined amended, and in the Rights Agreement) or a transferee of any of the foregoing determining applicable state securities laws and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INCrelying on exemptions contained therein. The undersigned hereby irrevocably elects agrees to exercise notify the Company promptly of any changes in the foregoing information which may occur prior to the investment. Executed at ________________, on __________________, 1996. ___________________________________ whole Rights represented (Signature) ___________________________________ (Print Name) EXHIBIT O TRANSFEROR'S CERTIFICATE Pursuant to SECTION 5.1(b) of that certain Contribution and Leaseback Agreement (the "Agreement") by and between the attached Rights Certificate undersigned ("Transferor") and GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("Buyer") dated as of ____________, 1996, Transferor hereby certifies that all of its representations and warranties set forth in ARTICLE III of the Agreement are true and correct, subject to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name offollowing: ___________________________________ Address______________. Dated: _________________, 1996 ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: _________By:__________________________ Social Security or Other Taxpayer Identification Number: Dated: Its:_______________, 19_______ EXHIBIT P WARRANTY DISCLOSURE SCHEDULE P-1 EXHIBIT Q TRANSFEROR'S ADDITIONAL CONDITIONS PRECEDENT CONTRIBUTION AND LEASEBACK AGREEMENT dated as of November 1, 1996 by and between __________________________ as Transferor, and GOLF TRUST OF AMERICA, L.P., a Delaware Limited Partnership _________________________ _________________________ TABLE OF CONTENTS PAGE

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. TRI-VALLEY CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right 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: Please insert social security or other identifying number:_______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights _________. (Please print name and requests that certificates for such shares be issued in the name of: address) _____________________________________________________________________________ Address: _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_______________________________. (Please print name and address) _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________________________ _____________________________________________________________________________ Dated: _______________, 19______,______ _________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or by another eligible guarantor institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, HCIA INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ ------------------------------------------ Address: ___________________________________ ------------------------------------------ ------------------------------------------ Social Security or Other Taxpayer Identification Number: ------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ ------------------------------------------ Address: ------------------------------------------ ------------------------------------------ Social Security or Other Taxpayer Identification Number: ------------------------------------------ Dated: __________________, _________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__