Common use of TABLE OF CONTENTS Clause in Contracts

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.

TABLE OF CONTENTS. The Depository the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may at any time be removed determined by the Corporation Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by notice of such removal the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depository, Depositor and the Indenture Trustee an Opinion of Counsel that such removal transfer may be made pursuant to take effect upon an exemption from the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor DepositorySecurities Act, which shall be a bank or trust company having its principal office in the United States opinion of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof counsel shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name an expense of the predecessor Depository Depositor, the Trust, the Owner Trustee or its own name the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as successor Depositoryshall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.

TABLE OF CONTENTS. The Depository (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the “Certificates”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(b), each Certificate shall be deemed at any time be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of Effective Time to represent only the notice of resignation or removal, right to receive upon such surrender the applicable Merger Consideration as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under contemplated by this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryARTICLE III.

TABLE OF CONTENTS. The Depository may at any Indenture permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive from time be removed to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Corporation Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by notice the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this Class A-2a Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of this Class A-2a Note and of any Class A-2a Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such removal delivered consent or waiver is made upon this Class A-2a Note. The term “Issuer”, as used in this Note, includes any successor to the DepositoryIssuer under the Indenture. The Indenture permits the Issuer, such removal under certain circumstances, to take effect upon consolidate or merge with or into another Person, subject to the appointment rights of the Indenture Trustee and the Holders of Notes under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. THIS CLASS A-2A NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). No reference herein to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-2a Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of U.S. Bank National Association, in its individual capacity, Wilmington Trust, National Association, in its individual capacity, any holder of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and beneficial interest in the Stock and Issuer, or any moneys held hereunder of their respective owners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to such successorany of them for, and shall deliver the payment of principal of or interest on this Class A-2a Note or the performance of, or omission to such successor a list perform, any of the Record Holders of all outstanding Receipts and such recordscovenants, books and other information obligations or indemnifications contained in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.the

TABLE OF CONTENTS. Any person who is not an affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA) or any “plan” (as described under Section 4975 of the Code), other than a plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest or disqualified person has or will acquire any interest in the Notes. The Depository Certificates are issuable only in registered form in denominations as provided in the Trust Agreement, subject to certain limitations therein set forth. The Owner Trustee, the Certificate Registrar and any Paying Agent may at any time be removed by treat the Corporation by notice Person in whose name this Certificate is registered in the Certificate Register (as of such removal delivered the day of determination) as the owner of this Certificate for the purpose of receiving distributions pursuant to the DepositoryTrust Agreement and for all other purposes whatsoever, such removal and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to take the contrary. The Trust Agreement, with certain exceptions therein provided, and the Trust shall terminate and be of no further force or effect upon the appointment earlier of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time (i) the Depository acting hereunder shall resign or be removedpayment to the Servicer, the Corporation shallNoteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, within 60 days the Sale and Servicing Agreement and the Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the delivery maturity or other liquidation of the notice last Receivable and the disposition of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office any amounts received upon liquidation of any property remaining in the United States Trust. THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Table of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeContents ASSIGNMENT SOCIAL SECURITY NUMBER OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE: ________________ FOR VALUE RECEIVED, the resigning or removed Depository may petition any court undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________________________________________ (name and address of competent jurisdiction for assignee) the appointment of a successor Depository. Every successor Depository shall execute within Certificate and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderall rights thereunder, and thereupon such successor Depositoryhereby irrevocably constitutes and appoints ________________________, without any further act or deedattorney, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and to transfer said Certificate on the written request Certificate Register, with full power of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest substitution in the Stock and any moneys held hereunder premises. Dated: ________________________________________*/ Signature Guaranteed: ________________________________________*/ */ NOTICE: The signature to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or this assignment must correspond with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or its own name any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar. Table of Contents Exhibit B Form of Certificate of Trust Certificate of Trust of CarMax Auto Owner Trust 2020-1 This Certificate of Trust of CarMax Auto Owner Trust 2020-1 (the “Trust”) is being duly executed and filed by U.S. Bank Trust National Association, a national banking corporation, as successor Depositoryowner trustee (the “Owner Trustee”), to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.) (the “Act”).

TABLE OF CONTENTS. The Depository may Upon surrender for registration of transfer of any Registered Security of any series at any time be removed office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions, and having, if applicable, endorsed thereon Guarantees duly executed by the Corporation Guarantor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive, having, if applicable, endorsed thereon Guarantees duly executed by notice the Guarantor. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officer’s Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons (except as provided below) and with all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such removal delivered missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them, the DepositoryGuarantor and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such removal Holder shall be entitled to take effect upon receive the appointment of a successor Depository hereunder and its acceptance amount of such appointment payment; provided, however, that, except as hereinafter providedotherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. In Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any time such office or agency in a permitted exchange for a Registered Security of the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days same series and like tenor after the delivery close of business at such office or agency on (i) any Regular Record Date and before the notice opening of resignation business at such office or removalagency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, appoint a successor Depositoryand interest or Defaulted Interest, which shall as the case may be, will not be a bank payable on such Interest Payment Date or trust company having its principal office proposed date for payment, as the case may be, in respect of the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such notice, coupon when due in accordance with the resigning or removed Depository may petition any court provisions of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryIndenture.

TABLE OF CONTENTS. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. HCM ACQUISITION COMPANY By: Name: Title: Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By ———————————————— Authorized Signatory Table of Contents [Form of Warrant Certificate] [Reverse] The Depository Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to a Warrant Agreement dated as of [_________ ___, 2007] (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Warrant Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or on a cashless basis, if applicable, pursuant to the terms of the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be removed less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise Period nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant. The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company shall round up to the nearest whole number the number of Warrant Shares to be issued as provided in the Warrant Agreement. Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Corporation registered holder thereof in person or by notice legal representative or attorney Table of such removal delivered Contents duly authorized in writing, may be exchanged, in the manner and subject to the Depositorylimitations provided in the Warrant Agreement, such removal to take effect upon but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the appointment aggregate a like number of a successor Depository hereunder and its acceptance Warrants. Upon due presentation for registration of such appointment as hereinafter provided. In case transfer of this Warrant Certificate at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery office of the notice Warrant Agent a new Warrant Certificate or Warrant Certificates of resignation like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or removal, other governmental charge imposed in connection therewith. The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the case may beabsolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment purpose of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and any exercise hereof, of any distribution to the Corporation an instrument in writing accepting its appointment hereunderholder(s) hereof, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the Depository under contrary. Neither the Warrants nor this Agreement, and such predecessor, upon payment Warrant Certificate entitles any holder hereof to any rights of all sums due it and on the written request a stockholder of the Corporation, shall promptly execute and deliver an instrument transferring Company. Table of Contents Election to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all Purchase (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, title represented by this Warrant Certificate, to receive ___shares of Common Stock and interest herewith tenders payment for such shares to the order of HCM Acquisition Company in the Stock and any moneys held hereunder to amount of $___in accordance with the terms hereof. The undersigned requests that a certificate for such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may shares be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts registered in the name of ___, whose address is ___and that such shares be delivered to ___whose address is ___ ___. If said number of shares is less than all of the predecessor Depository or its own shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name as successor Depositoryof ___, whose address is ___, and that such Warrant Certificate be delivered to ___, whose address is ___. Signature: Date: , 20 Signature Guaranteed: Table of Contents EXHIBIT B LEGEND FOR PRIVATE WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES].1 SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. ___ ___Warrants 1 Only applies to Founder’s Warrants.

TABLE OF CONTENTS. The Depository may at any Indenture permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive from time be removed to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Corporation Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by notice the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this Class A-2b Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of this Class A-2b Note and of any Class A-2b Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such removal delivered consent or waiver is made upon this Class A-2b Note. The term “Issuer”, as used in this Note, includes any successor to the DepositoryIssuer under the Indenture. The Indenture permits the Issuer, such removal under certain circumstances, to take effect upon consolidate or merge with or into another Person, subject to the appointment rights of the Indenture Trustee and the Holders of Notes under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. THIS CLASS A-2B NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). No reference herein to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-2b Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of U.S. Bank National Association, in its individual capacity, U.S. Bank National Association, in its individual capacity, any holder of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and beneficial interest in the Stock and Issuer, or any moneys held hereunder of their respective owners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to such successorany of them for, and shall deliver the payment of principal of or interest on this Class A-2b Note or the performance of, or omission to such successor a list perform, any of the Record Holders of all outstanding Receipts and such recordscovenants, books and other information obligations or indemnifications contained in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.the

TABLE OF CONTENTS. The Depository may at Until exchanged in full as hereinabove provided, the temporary Securities of any time series shall in all respects be removed entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by the Corporation by notice Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such removal series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign Euroclear or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removalClearstream, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the United States form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of America the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a combined capital beneficial interest in a temporary global Security will be made unless and surplus of at least $50,000,000. If no successor Depository until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so appointed received by Euroclear and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository Clearstream and not paid as herein provided shall execute and deliver to its predecessor and be returned to the Corporation an instrument Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all order to be repaid to the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryCompany.

TABLE OF CONTENTS. Beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Retail Certificate, and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Certificate Principal Balance of such Certificates payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any beneficial owner. The Trustee may rely entirely upon documentation delivered to it in establishing the eligibility of any beneficial owner to receive the priority accorded Deceased Holders in Section 4.8(a). Expenses incurred by the Trustee in an effort to determine the beneficial ownership interest with respect to any Principal Distribution Request presented on behalf of a Deceased Holder, including, without limitation, attorneys fees, shall be paid by the Person presenting such Principal Distribution Request. Requests for distributions in reduction of the Certificate Principal Balance of the Insured Retail Certificates must be made by delivering a Principal Distribution Request therefor to the Depository Participant or Indirect Participant that maintains the account evidencing the beneficial owner’s interest in such Certificate. Such Depository Participant or Indirect Participant should in turn make the request of the Depository (or, in the case of an Indirect Participant, such Indirect Participant should notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on a form required by the Depository and provided to the Depository Participant. In the case of a request on behalf of a Deceased Holder, a certified copy of the death certificate and any additional appropriate evidence of death and any tax waivers must be forwarded to the Trustee under separate cover. Any such requests of Deceased Holders that are incomplete may not be honored by the Trustee and, if not honored, will lose their priority and must be resubmitted in proper form. Upon receipt of such Principal Distribution Request, the Depository will date and time stamp such request and forward such request to the Trustee. Such requests will be honored on any Distribution Date only to the extent that they are received by the Depository on or before the Record Date for such Distribution Date. The Depository may at any time be removed establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the Corporation by notice of such removal same day. Principal Distribution Requests delivered to the Depository after the Record Date for a particular Distribution Date and requests received in a timely manner but not accepted with respect to a particular Distribution Date will be treated as Principal Distribution Requests for the next succeeding Distribution Date and each succeeding Distribution Date thereafter until each request is accepted or is withdrawn as provided below. In the case of Principal Distribution Requests on behalf of Living Holders, the Depository will establish a new order of priority for each Distribution Date. This order will apply both to previously unsatisfied Principal Distribution Requests and to newly submitted requests. A Principal Distribution Request submitted on behalf of a Living Holder who later dies will become entitled to the priority of a newly submitted request on behalf of a Deceased Holder upon satisfaction of the requirements set forth above for requests of a Deceased Holder. Such priority will be effective for each subsequent Distribution Date if the Trustee has received a certified copy of the death certificate for such Deceased Holder and any additional appropriate evidence of death and any requested tax waivers by the last business day of the preceding calendar month. Each Principal Distribution Request submitted by a Table of Contents beneficial owner of a Insured Retail Certificate will be held by the Depository until such request has been accepted or has been withdrawn in writing as provided herein. None of the Trustee, the Master Servicer, MBIA or the Depositor shall be liable for any delay in delivery of Principal Distribution Requests or Withdrawals (as defined below) of such requests by the Depository, a Depository Participant or any Indirect Participant. In the event that any Principal Distribution Requests are rejected by the Trustee for failure to comply with the requirements of this Section 4.8, the Trustee shall return such removal requests to take effect upon the appointment appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection. The Trustee shall maintain a list of a successor those Depository hereunder Participants representing the Certificate Owners of Insured Retail Certificates that have submitted Principal Distribution Requests, together with the order of receipt and its acceptance the amounts of such appointment as hereinafter providedrequests. In case at any time The Trustee shall notify the Depository acting hereunder and the appropriate Depository Participants as to which requests should be honored on each Distribution Date. Requests shall resign be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.8. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations shall be those established from time to time by the Trustee or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removalDepository, as the case may be. The decisions of the Trustee and the Depository concerning such matters shall be final and binding on all affected Persons. Any beneficial owner of an Insured Retail Certificate that has made a Principal Distribution Request may withdraw its request by so notifying in writing the Depository Participant or Indirect Participant that maintains such beneficial owner’s account (each such withdrawal, appoint a successor “Withdrawal”). The Depository Participant should forward the Withdrawal to the Depository on a form required by the Depository. In the event that such account is maintained by an Indirect Participant, such Indirect Participant should notify the related Depository Participant which in turn should forward the Withdrawal of such request, on a form required by the Depository, which shall be a bank or trust company having its principal office in to the United States of America and having a combined capital and surplus of at least $50,000,000Depository. If no successor such Withdrawal has not been received by the Depository shall have been so appointed and have accepted appointment within 60 days after delivery forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made Principal Distribution Request will be irrevocable with respect to the making of distributions in reduction of the Certificate Principal Balance of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon Certificate on such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryDistribution Date.

TABLE OF CONTENTS. The Depository may at any time If a note is issued as a registered global note, only the depositary — e.g., DTC, Euroclear and Clearstream, each as defined under “Description of the Debt Securities—Book-Entry Procedures and Settlement” in the accompanying prospectus — will be removed entitled to transfer and exchange the note as described in this subsection because the depositary will be the sole registered holder of the note and is referred to below as the “holder.” Those who own beneficial interests in a global note do so through participants in the depositary’s securities clearance system, and the rights of these indirect owners will be governed by the Corporation applicable procedures of the depositary and its participants. We describe book-entry procedures under “Description of the Debt Securities—Book-Entry Procedures and Settlement” in the accompanying prospectus. Holders of notes issued in fully-registered form may have their notes broken into more notes of smaller denominations of not less than US$1,000, or combined into fewer notes of larger denominations, as long as the total principal amount is not changed. This is called an exchange. To the extent the notes are certificated, holders may exchange or register the transfer of notes at the office of the trustee. Notes may be transferred by notice endorsement. Holders may also replace lost, stolen or mutilated notes at that office. The trustee acts as our agent for registering notes in the names of such removal delivered holders and registering the transfer of notes. We may change this appointment to another entity or perform it ourselves. The entity performing the Depositoryrole of maintaining the list of registered holders is called the security registrar. It will also record transfers. The trustee may require an indemnity before replacing any notes. Holders will not be required to pay a service charge to register the transfer or exchange of notes, such removal but holders may be required to take effect upon pay for any tax or other governmental charge associated with the appointment exchange or transfer. The registration of a successor Depository hereunder transfer or exchange will only be made if the security registrar is satisfied with your proof of ownership. If we designate additional transfer agents, they will be named in the applicable pricing supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. If the notes are redeemable and its acceptance we redeem less than all of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign notes of a particular series, we may block the registration of transfer or be removed, exchange of notes during the Corporation shall, within 60 period beginning 15 days after before the delivery of day we mail the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America redemption and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and ending on the written request day of that mailing, in order to freeze the list of holders entitled to receive the mailing. We may also refuse to register transfers or exchanges of notes selected for redemption, except that we will continue to permit registration of transfers and exchanges of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing unredeemed portion of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorynote being partially redeemed.

TABLE OF CONTENTS. The Depository may at This Certificate shall not be valid for any time be removed purpose unless it has been countersigned and registered by the Corporation Transfer Agent and Registrar. Dated: DCP Midstream, LP By: DCP Midstream GP, LP Countersigned and Registered by: By: DCP Midstream GP, LLC, its General Partner American Stock Transfer & Trust Company as Transfer Agent and Registrar By: Name: By: By: Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by notice the entireties Custodian (Cust) (Minor) JT TEN - as joint tenants with right of such removal delivered survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the above list, may also be used. Table of Contents ASSIGNMENT OF COMMON UNITS OF DCP MIDSTREAM, LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of assignee) (Please insert Social Security or other identifying number of assignee) Common Units representing limited partner interests evidenced by this Certificate, subject to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Partnership Agreement, and such predecessordoes hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of DCP Midstream, LP. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. THE SIGNATURE(S) 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 S.E.C. RULE 17d-15 (Signature) (Signature) No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer. Table of Contents EXHIBIT B DCP Midstream, LP Certificate Evidencing Class C Units Representing Limited Partner Interests in DCP Midstream, LP No. Common Units In accordance with Section 4.1 of the Third Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Class C Units representing limited partner interests in the Partnership (the “Class C Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon payment surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Second Units are set forth in, and this Certificate and the Class C Units represented hereby are issued and shall in all sums due it respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on the file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the CorporationPartnership located at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000. Capitalized terms used herein but not defined shall promptly execute have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP LLC, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and deliver an instrument transferring agreed to such successor all rights become, a Limited Partner and powers of such predecessor hereunderto have agreed to comply with and be bound by and to have executed the Partnership Agreement, shall duly assign, transfer (ii) represented and deliver warranted that the Holder has all right, title power and interest authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Stock Partnership Agreement and any moneys held hereunder to such successor, (iv) made the waivers and shall deliver to such successor a list of given the Record Holders of all outstanding Receipts consents and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts approvals contained in the name of the predecessor Depository or its own name as successor DepositoryPartnership Agreement.

TABLE OF CONTENTS. The Depository may at For purposes of the provisions described in this paragraph 4, the term “Holder” of any time be removed by Note means the Corporation by notice direct nominee of any beneficial owner of such removal delivered Note, which holds such beneficial owner’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s or the Guarantor’s obligation to pay Additional Amounts set forth in clause (i)(b) above shall not apply if the Depositoryprovision of information, documentation or other evidence described in such removal clause (i)(b) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to take effect upon the appointment a Holder or beneficial owner of a successor Depository hereunder Note (taking into account any relevant differences between U.S. and its acceptance of such appointment as hereinafter providedDutch or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and The Netherlands or Brazil), regulations (including proposed regulations) and administrative practice. In case at any time The Company or the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removalGuarantor, as the case may be, appoint a successor Depositoryshall promptly provide the Trustee with documentation, if any, (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be, shall pay all present and future stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Netherlands or Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes. All references in this Indenture and the Notes to principal, premium, if any, or interest in respect of the Notes or the Guarantees shall be a bank or trust company having its principal office deemed to mean and include all Additional Amounts, if any, payable in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery respect of such noticeprincipal, premium, if any, or interest, unless the resigning or removed Depository may petition context otherwise requires, and express mention of the payment of Additional Amounts in any court of competent jurisdiction for provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and event that Additional Amounts actually paid with respect to the Corporation an instrument Notes or the Guarantees pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request excess of the Corporation, shall promptly execute and deliver an instrument transferring appropriate rate applicable to such successor all rights and powers the Holder of such predecessor hereunderSecurities, shall duly assignand, transfer as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and deliver transferred all right, title title, and interest in to any such claim for a refund or credit of such excess to the Stock Company or the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the Company or the Guarantor will be entitled to receive such claim for a refund or credit and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and incurs no other information in its possession relating obligation with respect thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.

TABLE OF CONTENTS. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. Table of Contents IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: July , 2003 THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee By: Authorized Signatory of THE BANK OF NEW YORK not in its individual capacity, but solely as Trustee Countersigned: By: Authorized Signatory of THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee Table of Contents EXHIBIT D [Form of Reverse of Certificates] First Horizon Mortgage Pass-Through Trust 2003-7 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificates designated as First Horizon Mortgage Pass-Through Trust 2003-7 Mortgage Pass-Through Certificates, of the Series specified on the face hereof (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Depository may Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month next preceding the month of such Distribution Date. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time be removed by the Corporation Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by notice such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Table of Contents this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such removal delivered consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Depository, Trustee and the Certificate Registrar duly executed by the holder hereof or such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office holder’s attorney duly authorized in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderwriting, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such successor Depositoryregistration of transfer or exchange, without but the Trustee may require payment of a sum sufficient to cover any further act tax or deedother governmental charge payable in connection therewith. The Depositor, shall become fully vested with all the rights, powers, duties Master Servicer and obligations the Trustee and any agent of its predecessor and the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the Depository under this contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Pool Principal Balance of Pool I and Pool II combined, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans in the Mortgage Pools at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. Table of Contents ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto other identifying number of assignee) (Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such predecessor, upon payment of all sums due it and Percentage Interest to assignee on the written request Certificate Register of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryTrust Fund.

TABLE OF CONTENTS. The Depository This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal office of the Company and the office of the Rights Agent designated for such purpose. This Right Certificate, with or without other Right Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Agreement, the Board may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price of $0.01 per Right or (ii) exchange Common Stock or Preferred Stock for the Rights evidenced by this Certificate, in whole or in part. No fractional Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (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 depository receipts), but in lieu thereof a cash payment will be made, as provided in the Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company which may at any time be removed by issuable on the Corporation by exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment meetings or other actions affecting stockholders (except as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been so appointed and have accepted appointment within 60 days after delivery exercised as provided in the Agreement. If any term, provision, covenant or restriction of such notice, the resigning or removed Depository may petition any Agreement is held by a court of competent jurisdiction for or other authority to be invalid, void or unenforceable, the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request remainder of the Corporationterms, provisions, covenants and restrictions of the Agreement shall promptly execute remain in full force and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, effect and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such recordsin no way be affected, books and other information in its possession relating thereto. Any entity into impaired or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryinvalidated.

TABLE OF CONTENTS. The Depository may at (b) In the event of the occurrence of any time Event of Default, a payment or prepayment with respect to the LC Exposure is required under Section 2.08(b) or the maturity of the Indebtedness, whether by acceleration or otherwise, an amount equal to the LC Exposure (or the excess attributable to the LC Exposure in the case of Section 2.08(b)) shall be removed deemed to be forthwith due and owing by the Corporation by notice Borrower to the Issuing Bank and the Lenders as of the date of any such occurrence, and the Borrower’s obligation to pay such amount shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such removal delivered amount under the terms of a Letter of Credit, and, to the Depositoryfullest extent permitted by applicable law, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereundersubject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such successor Depository may authenticate payments shall be held by the Receipts Administrative Agent on behalf of the Lenders as cash collateral securing the LC Exposure in an account or accounts at the Principal Office, and the Borrower hereby grants to and by its deposit with the Administrative Agent grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, a security interest in such cash collateral. In the event of any such payment by the Borrower of amounts contingently owing under outstanding Letters of Credit and in the name event that thereafter drafts or other demands for payment complying with the terms of such Letters of Credit are not made prior to the predecessor Depository respective expiration dates thereof, the Administrative Agent agrees, if no Event of Default has occurred and is continuing or its own name as successor Depositoryif no other amounts are outstanding under this Agreement or the Loan Documents, to remit to the Borrower amounts for which the contingent obligations evidenced by the Letters of Credit have ceased.

TABLE OF CONTENTS. The Depository Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time be removed by the Corporation by notice of such removal delivered prior to the Depositoryearlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such removal to take effect shares. Immediately upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery action of the notice Board of resignation Directors of the Company authorizing any such exchange, and without any further action or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such any notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring Rights (other than Rights which are not subject to such successor all rights exchange) will terminate and powers of the Rights will only enable holders to receive the shares issuable upon such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryexchange.

TABLE OF CONTENTS. The Depository may at [No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any time applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be removed by made in reliance upon an exemption from the Corporation by notice of Securities Act and such removal delivered laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the DepositoryTrustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within two years from the date of the initial issuance of Certificates pursuant hereto, such removal to take effect upon there shall also be delivered (except in the appointment case of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery transfer pursuant to Rule 144A of the notice Securities Act) to the Trustee an Opinion of resignation or removal, as Counsel that such transfer may be made pursuant to an exemption from the case may be, appoint a successor DepositorySecurities Act and such state securities laws, which shall be a bank or trust company having its principal office in the United States Opinion of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Counsel shall not be required hereunderobtained at the expense of the Trustee, the Seller, the Master Servicer or the Depositor. Such successor Depository The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may authenticate result if the Receipts transfer is not so exempt or is not made in accordance with such federal and state laws.] [No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation [letter] from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the predecessor Depository Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and Section 4975 of the Code and will not subject the Trustee, the Depositor or the Master Servicer to any obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. [Such representation shall be deemed to have been made to the Trustee by the Transferee’s acceptance of a Certificate of this Class and by a beneficial owner’s acceptance of its own name interest in a Certificate of this Class.] Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as successor Depositorydescribed above shall be void and of no effect.] Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. Table of Contents

TABLE OF CONTENTS. The Depository (f) If, at the end of the Change in Control Payment Adjustment Consultation Period, Sellers’ Representative and Buyer have been unable to resolve all disagreements that they may at any time be removed by the Corporation by notice of such removal delivered have with respect to the Depositorymatters specified in the Notice of Change in Control Payment Adjustment Disagreement, such removal then Sellers’ Representative and Buyer promptly thereafter shall submit all matters that remain in dispute with respect to take effect upon the appointment Notice of Change in Control Payment Adjustment Disagreement (along with a successor Depository hereunder and its acceptance copy of such appointment the Initial Change in Control Payment Statement marked to indicate those line items that are in dispute) to the Independent Accountant; provided that the scope of the disputes to be submitted to the Independent Accountant shall be limited to (i) whether the Initial Change in Control Payment was prepared in accordance with this Section 2.12 or (ii) whether there were mathematical errors in the Initial Change in Control Payment Statement, as hereinafter providedapplicable. In case at any time the Depository acting hereunder shall resign event that KPMG LLP refuses or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, is otherwise unable to act as the case may beIndependent Accountant, Sellers’ Representative and Buyer shall cooperate to appoint a successor Depository, which shall be a bank or trust company having its principal office an independent certified public accounting firm in the United States of America national recognition mutually agreeable to Sellers’ Representative and having a combined capital and surplus of at least $50,000,000Buyer, in which event “Independent Accountant” shall mean such firm. If no successor Depository shall have been so appointed and have accepted appointment within 60 Within thirty (30) days after delivery the submission of such noticematters to the Independent Accountant, or as soon as practicable thereafter, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of Independent Accountant, acting as an expert and not as an arbitrator, will make a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument final determination in writing accepting its appointment hereunderwriting, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and binding on the written request Seller Parties and Buyer in accordance with this Section 2.12, of the Corporationappropriate amount of Change in Control Payment. With respect to each disputed line item, shall promptly execute and deliver an instrument transferring to such successor all rights and powers determination, if not in accordance with the position of such predecessor hereundereither Sellers’ Representative or Buyer, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate in excess of the Receipts higher, nor less than the lower, of the amounts advocated by Buyer in the name Notice of Change in Control Payment Adjustment Disagreement or Sellers’ Representative in the Initial Change in Control Payment Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not make any determination with respect to any matter other than those matters in the Notice of Change in Control Payment Adjustment Disagreement that remain in dispute. The statement of the predecessor Depository Change in Control Payment and the determination of the Change in Control Payment therefrom that are final and binding on the Seller Parties and Buyer, as determined either through agreement of Sellers’ Representative and Buyer (deemed or its own name otherwise) pursuant to Sections 2.12 (d) and (f) or through the determination of the Independent Accountant pursuant to this Section 2.12(f), are referred to herein as successor Depositorythe “Final Change in Control Payment Statement” and the “Final Change in Control Payment”, respectively.

TABLE OF CONTENTS. The Depository may at any time For a withdrawal of Shares to be removed by effective, the Corporation by Depositary must timely receive a written or facsimile transmission notice of such removal delivered withdrawal at one of its addresses set forth on the back cover of this Offer to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedPurchase. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the Any notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in withdrawal must specify the name of the predecessor Depository person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Offer Expiration Time. Purchaser will determine, in its own name sole discretion, all questions as successor Depositoryto the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

TABLE OF CONTENTS. The Depository Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may at be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any time Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be removed paid in the Offer; • except as contemplated by the Corporation Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by notice of such removal delivered the Merger Agreement; • imposes conditions to the DepositoryOffer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, such removal the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to take effect upon ten business days each (but no later than the appointment second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of a successor Depository hereunder any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its acceptance Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of such appointment as hereinafter provided. In case at any time 20 business days; and • in the Depository acting hereunder shall resign or be removed, event that the Corporation shall, within 60 days Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the delivery then scheduled expiration date of the notice of resignation or removal, as Offer (the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office “Financing Extension Notice”) in accordance with the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request terms of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryMerger Agreement.

TABLE OF CONTENTS. The Depository may at This Certificate shall not be valid for any time be removed purpose unless it has been countersigned and registered by the Corporation Transfer Agent and Registrar. Dated: DCP Midstream, LP By: DCP Midstream GP, LP Countersigned and Registered by: By: DCP Midstream GP, LLC, its General Partner American Stock Transfer & Trust Company as Transfer Agent and Registrar By: Name: By: By: Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by notice the entireties Custodian (Cust) (Minor) JT TEN - as joint tenants with right of such removal delivered survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the above list, may also be used. Table of Contents ASSIGNMENT OF CLASS C UNITS OF DCP MIDSTREAM, LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of assignee) (Please insert Social Security or other identifying number of assignee) Common Units representing limited partner interests evidenced by this Certificate, subject to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Partnership Agreement, and such predecessordoes hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of DCP Midstream, LP. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. (Signature) (Signature) No transfer of the Class C Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer. Table of Contents EXHIBIT C Certificate Evidencing Class D Units Representing Limited Partner Interests in DCP MIDSTREAM, LP No. Class D Units In accordance with the Third Amended and Restated Agreement of Limited Partnership of DCP MIDSTREAM, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP MIDSTREAM, LP, a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Class D Units representing limited partner interests in the Partnership (the “Class D Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon payment surrender of this Certificate properly endorsed and accompanied by a properly executed application for transfer of the Class D Units represented by this Certificate. The rights, preferences and limitations of the Class D Units are set forth in, and this Certificate and the Class D Units represented hereby are issued and shall in all sums due it respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on the file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the CorporationPartnership located at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000. Capitalized terms used herein but not defined shall promptly execute have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and deliver an instrument transferring agreed to such successor all rights become, a Limited Partner and powers of such predecessor hereunderto have agreed to comply with and be bound by and to have executed the Partnership Agreement, shall duly assign, transfer (ii) represented and deliver warranted that the Holder has all right, title power and interest authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Stock Partnership Agreement and any moneys held hereunder to such successor(iv) made the waivers and given the consents and approvals contained in the Partnership Agreement. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and shall deliver to such successor a list AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER Table of the Record Holders of all outstanding Receipts and such recordsContents OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, books and other information in its possession relating theretoLP. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. This Certificate shall not be required hereundervalid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Such successor Depository may authenticate the Receipts Dated: Countersigned and Registered by: As Transfer Agent and Registrar By: DCP MIDSTREAM, LP By: DCP MIDSTREAM GP, LP Its General Partner By: DCP MIDSTREAM GP, LLC Its General Partner By: Name: By: Name: [REVERSE OF CERTIFICATE] ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by the entireties Custodian (Cust) (Minor) JT TEN - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the above list, may also be used. FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) Class D Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of DCP MIDSTREAM, LP. Table of Contents Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. THE SIGNATURE(S) 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 S.E.C. RULE 17Ad-15 (Signature) (Signature) No transfer of the predecessor Depository Class D Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Class D Units to be transferred is surrendered for registration or its own name as successor Depository.transfer and, if requested by the General Partner pursuant to Section 4.9 of the Partnership Agreement, a Citizenship Certificate has been properly completed and executed by a transferee on a separate application that the Partnership will furnish on request without charge. A transferor of the Class D Units shall have no duty to the transferee with respect to execution of Citizenship Certificate in order for such transferee to obtain registration of the transfer of the Class D Units. Table of Contents Exhibit D Certificate Evidencing

TABLE OF CONTENTS. The Depository For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—"Procedure for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares and otherwise comply with DTC's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares validly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3—"Procedure for Tendering Shares" at any time prior to the Offer Expiration Time. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be removed determined by Purchaser, in its reasonable discretion, which determination will be final and binding. None of Purchaser, Parent, the Corporation by Depositary, the Information Agent, the Company or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such removal delivered to notification. Notwithstanding the Depositoryforegoing, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery stockholders of the notice of resignation or removal, as the case Company may be, appoint challenge a successor Depository, which shall be determination made by Purchaser in a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment and a final, non-appealable order or judgment of a successor Depositorycourt of competent jurisdiction will be final and binding on all parties. Every successor Depository shall execute and deliver The method for delivery of any documents related to its predecessor and a withdrawal is at the risk of the withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations Depositary at one of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and addresses set forth on the written request back cover of the Corporationthis Offer to Purchase. If delivery is by mail, shall promptly execute and deliver an instrument transferring registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryensure timely delivery.

TABLE OF CONTENTS. The Depository may at any time On or before the Purchase Date, the Issuers shall to the extent lawful, (i) accept for payment, on a pro rata basis in accordance with this Indenture to the extent necessary, the Net Cash Proceeds Amount or the Excess Loss Amount, as applicable, of (A) Notes or portions thereof properly tendered pursuant to the Offer to Purchase and (B) properly tendered Pari Passu Indebtedness, or if less than the Net Cash Proceeds Amount or the Excess Loss Amount, as applicable, has been tendered, all Notes and Pari Passu Indebtedness properly tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase Price, plus accrued and unpaid interest thereon to the Purchase Date in respect of all Notes or portions thereof so tendered and accepted for repurchase and (iii) deliver or cause to be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon Trustee the appointment Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedNotes or portions thereof being repurchased by the Issuers. In The Paying Agent shall promptly (but in any case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 not later than five days after the delivery Purchase Date) mail to each Holder of Notes so repurchased the amount due in connection with such Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers in the form of an Officers’ Certificate and authentication order shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion to the Holder thereof; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of each Offer to Purchase on or as soon as practicable after the applicable Purchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such record date. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notice Notes pursuant to an Offer to Purchase. To the extent that the provisions of resignation any securities laws or removal, as regulations conflict with the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in provisions of the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeIndenture, the resigning or removed Depository may petition any court of competent jurisdiction for Issuers will comply with the appointment of a successor Depository. Every successor Depository shall execute applicable securities laws and deliver to its predecessor regulations and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts deemed to have breached their obligations described in the name of the predecessor Depository or its own name as successor DepositoryIndenture by virtue thereof.

TABLE OF CONTENTS. (b) As soon as reasonably practicable (and in any event within seven Business Days) after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Company Book Entry Shares immediately prior to the Effective Time (i) a letter of transmittal, customary in form and substance, and including a provision confirming that delivery of Company Stock Certificates or transfer of Company Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Company Book Entry Shares shall pass, only upon proper delivery of such Company Stock Certificates or transfer of such Company Book Entry Shares to the Exchange Agent and (ii) instructions for use in effecting the surrender of Company Stock Certificates or transfer of Company Book Entry Shares in exchange for Merger Consideration. The Depository may at any time form and substance of such letter of transmittal and instructions shall be removed as reasonably agreed to by Parent and the Company prior to the Effective Time. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange or receipt of an “agent’s message” by the Corporation Exchange Agent in connection with the transfer of a Company Book Entry Share, together with a duly executed letter of transmittal and such other documents as may be reasonably required by notice the Exchange Agent or Parent, (A) the holder of such removal delivered Company Stock Certificate or Company Book Entry Share shall be entitled to receive in exchange therefor the DepositoryMerger Consideration that such holder has the right to receive pursuant to Section 1.6 and (B) the Company Stock Certificate so surrendered or the Company Book Entry Share so transferred shall be canceled. Until surrendered or transferred as contemplated by this Section 1.8(b), such removal to take effect upon the appointment of a successor Depository hereunder each Company Stock Certificate and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder Company Book Entry Share shall resign or be removeddeemed, the Corporation shall, within 60 days from and after the delivery of Effective Time, to represent only the notice of resignation or removal, right to receive Merger Consideration as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000contemplated by Section 1.6. If no successor Depository any Company Stock Certificate shall have been so appointed lost, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and have accepted appointment within 60 days after delivery as a condition to the payment of Merger Consideration, require the owner of such noticelost, the resigning stolen or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver destroyed Company Stock Certificate to its predecessor provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring respect to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Company Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryCertificate.

TABLE OF CONTENTS. The Depository may at any time [Here to be removed by set out the Corporation by notice text of such removal delivered the relevant information supplementing, replacing or modifying the Conditions which appears in the Final Terms relating to the DepositoryNotes] Table of Contents PART IV FORM OF RECEIPT [PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. /PT PORTUGAL SGPS, such removal S.A.] (1) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] Receipt for the sum of [ ] being the instalment of principal payable in accordance with the Terms and Conditions applicable to take effect upon the appointment of a successor Depository hereunder Note to which this Receipt appertains (the “Conditions”) on [ ]. This Receipt is issued subject to and its acceptance of such appointment as hereinafter provided. In case at any time in accordance with the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, Conditions which shall be a bank binding upon the holder of this Receipt (whether or trust company having its principal not it is for the time being attached to such Note) and is payable at the specified office in of any of the United States Paying Agents set out on the reverse of America the Note to which this Receipt appertains (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and having a combined capital and surplus of at least $50,000,000notified to the Noteholders). If no successor Depository This Receipt must be presented for payment together with the Note to which it appertains. The Issuer shall have been so appointed and have accepted appointment within 60 days after delivery no obligation in respect of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository Receipt presented without the execution or filing of any document Note to which it appertains or any further actunmatured Receipts. [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](2)

TABLE OF CONTENTS. The Depository party to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each third party that has executed a confidentiality agreement relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to Momenta or destroy all non-public documents and materials containing non-public information of Momenta that has been furnished by Momenta or any of its representatives to the third party. Momenta and its representatives, however, may inform a person that has made or is considering making an Acquisition Proposal of the non-solicitation provisions of the Merger Agreement as described in this subsection “—No Solicitation” . Further, from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Acceptance Time, Momenta will provide Xxxxxxx & Xxxxxxx with written notice of receipt of an Acquisition Proposal or any inquiries, proposals or offers relating to any Acquisition Proposal, as promptly as practicable and in any event within 24 hours following receipt. Such notice will indicate the identity of the third party making the Acquisition Proposal, inquiry, proposal or offer, and include the material terms and conditions thereof (and the documentation and other written materials received in respect thereof). Momenta has agreed to keep Xxxxxxx & Xxxxxxx reasonably informed on a prompt and timely basis with respect to the status of or material terms and conditions of any Acquisition Proposal, inquiry or proposal or offer (including any amendments or proposed amendments communicated to Momenta or its representatives with respect to the material terms and copies of any draft or definitive documentation and other written materials thereof). Notwithstanding the restrictions described above, if at any time be removed by the Corporation by notice of such removal delivered prior to the DepositoryAcceptance Time, such removal Momenta has received a written, bona fide Acquisition Proposal from any third party that did not result from a material breach of the non-solicitation provisions of the Merger Agreement which are described in this subsection “—No Solicitation” , and the Momenta Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take effect upon the appointment of actions described in clause (a), (b) or (c) below would be inconsistent with its fiduciary duties under applicable law, then Momenta may (a) enter into a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time confidentiality agreement with the Depository acting hereunder shall resign or be removed, third party in accordance with the Corporation shall, within 60 days after the delivery terms of the notice of resignation or removalMerger Agreement, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver (b) furnish information with respect to its predecessor and Momenta to the Corporation an instrument third party making the Acquisition Proposal (provided that (i) Momenta substantially concurrently provides to Xxxxxxx & Xxxxxxx any such non-public information to the extent not previously provided to Xxxxxxx & Xxxxxxx and (ii) Momenta must have entered into a confidentiality agreement with the third party in writing accepting its appointment hereunderaccordance with the terms of the Merger Agreement) and (c) participate and engage in discussions or negotiations with the third party making the Acquisition Proposal regarding the Acquisition Proposal (and waive the third party’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit these discussions or negotiations). Prior to or concurrently with Momenta first taking any of the actions described in clauses (a), and thereupon such successor Depository(b) or (c) of the immediately preceding sentence, without Momenta must provide written notice to Xxxxxxx & Xxxxxxx of the determination of the Momenta Board that the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal. Momenta has also agreed that any further act or deed, shall become fully vested with all violation of the rights, powers, duties and obligations non-solicitation provisions of the Merger Agreement by any of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document subsidiaries or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository its or its own name as successor Depositorytheir representatives will constitute a breach by Momenta of these provisions.

TABLE OF CONTENTS. 11. The Depository Merger Agreement; Other Agreements Merger Agreement The following summary of the material provisions of the Merger Agreement and all other provisions of the Merger Agreement discussed herein are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 7 — “Certain Information Concerning the Company.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any time rights or obligations of the parties under the Merger Agreement or any factual information about Parent, Purchaser or the Company or the Transactions contained in public reports filed by Parent or the Company with the SEC. Such information can be removed found elsewhere in this Offer to Purchase. The Merger Agreement has been filed as an exhibit to the Current Report on Form 8-K filed by the Corporation Company with the SEC on August 3, 2021. The Merger Agreement and the summary of its terms contained in the Current Report on Form 8-K filed by notice the Company with the SEC on August 3, 2021, are incorporated herein by reference as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such removal delivered agreement and as of specific dates, were made solely for the benefit of the parties to the DepositoryMerger Agreement (and, in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company designated as third-party beneficiaries), and are intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such removal representations, warranties and covenants may have been qualified by certain disclosures in confidential disclosure schedules delivered by the Company to take effect upon Parent and Purchaser in connection with the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery signing of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Merger Agreement, and such predecessormay apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, upon payment or other investors in, the Company. The holders of all sums due it Shares and other investors should not rely on the written request representations, warranties and covenants or any descriptions thereof as characterizations of the Corporationactual state of facts or conditions of the Company, shall promptly execute Parent, Purchaser or any of their respective subsidiaries or affiliates. Accordingly, the representations and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest warranties contained in the Stock Merger Agreement and summarized in this Section 11 should not be relied on by any moneys held hereunder persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and the information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Offer, the Transactions, the Company, Parent, Purchaser, their respective affiliates and their respective businesses that are contained in, or incorporated by reference into, the Tender Offer Statement on Schedule TO and related exhibits, including this Offer to such successorPurchase, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such recordsCompany’s Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on August 16, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged2021, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts as well as in the name of the predecessor Depository or its own name as successor Depository.Company’s other public filings. The Offer

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered No reference herein to the DepositoryIndenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [insert if applicable — and to convert such removal Security in accordance with its terms]. As provided in the Indenture and subject to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedcertain limitations therein set forth, the Corporation shalltransfer of this Security is registrable in the Security Register, within 60 days after upon surrender of this Security for registration of transfer at the delivery office or agency of the notice Company in any place where the principal of resignation and any premium and interest on this Security are payable, duly endorsed by, or removal, as accompanied by a written instrument of transfer in form satisfactory to the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in Company and the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeSecurity Registrar duly executed by, the resigning Holder hereof or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument his attorney duly authorized in writing accepting its appointment hereunderwriting, and thereupon such successor Depositoryone or more new Securities of this series and of like tenor, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor authorized denominations and for all purposes the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Depository under Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this AgreementSecurity for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such predecessor, upon payment of all sums due it and on agent shall be affected by notice to the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest contrary. All terms used in this Security which are defined in the Stock and any moneys held hereunder Indenture shall have the meanings assigned to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts them in the name of the predecessor Depository or its own name as successor DepositoryIndenture.

TABLE OF CONTENTS. The Depository may Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class [I-A-RU] [I-A-RL] Certificate at any time be removed the Corporate Trust Office or the office or agency maintained by the Corporation by notice Trustee in New York, New York. No transfer of a Class [I-A-RU] [I-A-RL] Certificate shall be made unless the Trustee shall have received either (i) a representation [letter] from the transferee of such removal delivered Certificate, acceptable to and in form and substance satisfactory to the DepositoryTrustee, to the effect that such removal transferee is not an employee benefit plan subject to take effect upon the appointment Section 406 of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign ERISA or be removed, the Corporation shall, within 60 days after the delivery Section 4975 of the notice Code, nor a person acting on behalf of resignation or removal, as the case may be, appoint a successor Depositoryany such plan, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof representation letter shall not be required hereunder. Such successor Depository may authenticate an expense of the Receipts Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the predecessor Depository Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class [I-A-RU] [I-A-RL] Certificate will not result in the assets of the Trust Fund being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. [Such representation shall be deemed to have been made to the Trustee by the Transferee’s acceptance of this Class [I-A-RU] [I-A-RL] Certificate and by a beneficial owner’s acceptance of its own name interest in such Certificate.] Notwithstanding anything else to the contrary herein, any purported transfer of a Class [I-A-RU] [I-A-RL] Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as successor Depositorydescribed above shall be void and of no effect. Each Holder of this Class [I-A-RU] [I-A-RL] Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate must agree not to transfer an Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class [I-A-RU] [I-A-RL] Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee.

TABLE OF CONTENTS. The Depository Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be removed by withdrawn after April 10, 2011, unless Purchaser has already accepted them for payment. For a withdrawal of Shares to be effective, the Corporation by Depositary must timely receive a written or facsimile transmission notice of such removal delivered withdrawal at one of its addresses set forth on the back cover of this Offer to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedPurchase. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the Any notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in withdrawal must specify the name of the predecessor Depository person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 – “Procedures for Accepting the Offer and Tendering Shares”), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owner and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a subsequent offering period, and no withdrawal rights apply during any subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 – “Terms of the Offer.” Purchaser will determine, in its own name sole discretion, all questions as successor Depositoryto the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Parent, Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

TABLE OF CONTENTS. The Depository the right to terminate the Merger Agreement due to failure of the Acceptance Time to have occurred on or before the End Date will not be available to any party whose material breach of any provisions of the Merger Agreement results in such failure. In addition, the Merger Agreement provides that the Merger Agreement may be terminated at any time be removed prior to the Acceptance Time by either Cerner or Parent if: • any Specified Governmental Authority in an applicable jurisdiction in respect of any Specified Law shall have issued an Order, decree, injunction or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Offer or the consummation of the Merger as contemplated by the Corporation Merger Agreement and such Order, decree, ruling or other action shall have become final and nonappealable, or if there has been adopted by notice any Specified Governmental Authority in an applicable jurisdiction in respect of any Specified Law that makes the Offer or the consummation of the Merger illegal or otherwise prohibited; or • the Offer shall have expired (without having been extended) or shall have been terminated in accordance with the terms of the Merger Agreement without Purchaser having accepted Shares for payment pursuant to the Offer, provided, however, that (i) the failure of Purchaser to accept Shares for payment pursuant to the Offer is not attributable to the failure of an Offer Condition to be satisfied and (ii) the failure of such removal delivered Offer Condition to be satisfied is not attributable to a failure, on the part of the party seeking to terminate the Merger Agreement, to perform any covenant in the Merger Agreement required to be performed by such party at or prior to the Depository, such removal to take effect upon Acceptance Time (the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided“Offer Expiration Termination Provision”). In case The Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Depository acting hereunder Acceptance Time by Parent: • if a Triggering Event (as defined below) shall resign have occurred; or be removed• subject to Xxxxxx’s exercise of commercially reasonable efforts to cure a curable breach or inaccuracy during a 45 calendar day cure period following written notice thereof, in the Corporation shall, within 60 days after event of a material breach on the delivery part of Cerner of any covenant or agreement set forth in the Merger Agreement such that the condition set forth in clause (c) of Exhibit B of the notice Merger Agreement (which relates to performance of resignation Cerner’s obligations under the Merger Agreement in all material respects) would not be satisfied as of the time of such breach or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States event that any representation or warranty of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Cerner set forth in the Merger Agreement shall have been so appointed inaccurate when made or shall have become inaccurate, such that the condition set forth in clause (b) of Exhibit B of the Merger Agreement (which relates to the accuracy of Cerner’s representations and have accepted appointment within 60 days after delivery warranties set forth in the Merger Agreement to specified standards of materiality) would not be satisfied as of the time of such noticebreach or as of the time such representation and warranty became inaccurate. The Merger Agreement provides that there will be a “Triggering Event” if: • an Adverse Recommendation Change shall have occurred; • Cerner shall have entered into a contract providing for the consummation of a transaction contemplated by an Acquisition Proposal; • Cerner or any of its Specified Representatives shall have willfully and materially breached any of its obligations under Section 7.02(a) of the Merger Agreement (the provisions of which are summarized above under “No Solicitation and Superior Proposal Provisions”); or • The Cerner Board or any committee thereof (i) after receipt of a written request from Parent, does not reject any Acquisition Proposal within 10 Business Days of the making public thereof (including, for these purposes, by taking no position with respect to the acceptance by the stockholders of Cerner of a tender offer or exchange offer, which will constitute a failure to reject such Acquisition Proposal) or (ii) shall have failed, pursuant to Rule 14e-2 under the Exchange Act or otherwise, to publicly Table of Contents reconfirm the Board Recommendation within 10 Business Days after receipt of a written request from Parent that it do so if such request is made following an Acquisition Proposal being made public. The Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Acceptance Time by Cerner: • if, prior to the Acceptance Time, the resigning Cerner Board authorizes Cerner, in compliance with the terms of the Merger Agreement, including the limitations on Adverse Recommendation Changes (which are summarized above under “Change of Recommendation”) to enter into a binding definitive agreement in respect of a Superior Proposal with a third party; provided that Cerner shall have paid any Termination Fee (as defined below) required to be paid to Parent pursuant to the applicable provision of the Merger Agreement in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, Cerner substantially concurrently enters into such binding definitive agreement (the right to terminate which is summarized in this bullet point, the “Fiduciary Termination Provision”); or removed Depository may petition • subject to Parent’s and Purchaser’s exercise of commercially reasonable efforts to cure a curable breach or inaccuracy during a 45 day cure period following written notice thereof, in the event: (i) of a material breach on the part of Oracle, Parent or Purchaser of any court covenant or agreement set forth in the Merger Agreement and such breach (A) has a material adverse effect on Purchaser’s ability to purchase and pay, or on the timing of competent jurisdiction such purchase and payment, for the appointment of a successor Depository. Every successor Depository shall execute Shares validly tendered (and deliver to its predecessor and not withdrawn) pursuant to the Corporation an instrument Offer or (B) materially delays satisfaction of Offer Conditions or (ii) that any of the representations and warranties of Parent and Purchaser set forth in writing accepting its appointment hereunderthe Merger Agreement shall have been inaccurate in any material respect and such inaccuracy (1) has a material adverse effect on Purchaser’s ability to purchase and pay, or on the timing of such purchase and thereupon such successor Depositorypayment, without for the Shares validly tendered (and not withdrawn) pursuant to the Offer, or (2) materially delays satisfaction of the Offer Conditions, or (iii) if Purchaser fails to commence the Offer by the date that is 10 Business Days after the date required under Section 2.01(a) of the Merger Agreement (provided that Cerner shall not have the right to terminate the Merger Agreement pursuant to this clause (iii) if Cerner is then in breach of any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be representations, warranties, covenants or agreements contained in the Depository under this Merger Agreement, and such predecessor, upon payment of all sums due it and on which breach precludes the written request commencement of the Corporation, shall promptly execute and deliver an instrument transferring Offer pursuant to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list Section 2.01(a) of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryMerger Agreement).

TABLE OF CONTENTS. The Depository Subject to the provisions of the Rights Agreement, at the Company’s option, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.001 per share, or Preferred Stock. No fractional Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company which may at any time be removed by issuable on the Corporation by exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment meetings or other actions affecting stockholders (except as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been so appointed and exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have accepted appointment within 60 days after delivery of such notice, been countersigned by the resigning or removed Depository may petition any court of competent jurisdiction for Rights Agent. WITNESS the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request facsimile signature of the Corporationproper officers of the Company and its corporate seal. Dated as of . Attest: XXXXX MICRO SOFTWARE, shall promptly execute INC. By: Name: Title: Countersigned Rights Agent By: Authorized Signature Table of Contents Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and deliver an instrument transferring to such successor all rights transfers unto . (Please print name and powers address of such predecessor hereundertransferee) this Right Certificate, shall duly assign, transfer and deliver together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Date: Signature Signature Guaranteed: Signatures must be medallion guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of 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 Table of Contents Form of Reverse Side of Right Certificate — continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To XXXXX MICRO SOFTWARE, INC.: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Stock issuable upon the exercise of such Rights and any moneys held hereunder to requests that certificates for such successor, Preferred Stock be issued in the name of: Please insert social security or other identifying number (Please print name and shall deliver to address) If such successor a list number of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Rights shall not be required hereunder. Such successor Depository may authenticate all the Receipts 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) Date: Signature Signature Guaranteed: Signatures must be medallion guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. Table of Contents Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the predecessor Depository Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or its own name an Affiliate or Associate thereof (as successor Depository.defined in the Rights Agreement). Signature

TABLE OF CONTENTS. The Depository may at any time be removed Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank selected by the Corporation by notice of such removal delivered Borrower (with a copy to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case Administrative Agent) at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery least three Business Days in advance of the notice requested date of resignation amendment, extension or removalrenewal (or such shorter period as is acceptable to the applicable Issuing Bank), as identifying the case may beLetter of Credit to be amended, appoint a successor Depositoryextended or renewed, and specifying the proposed date (which shall be a bank Business Day) and other details of the amendment, extension or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000renewal. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery requested by the applicable Issuing Bank in connection with any request for any Letter of such noticeCredit, the resigning Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or removed Depository may petition other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any court Letter of competent jurisdiction for Credit, the appointment terms and conditions of a successor Depositorythis Agreement shall control. Every successor Depository No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall execute and deliver to its predecessor contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the Corporation an instrument in writing accepting its appointment hereunderextent any such representation or warranty, covenant or event of default is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and thereupon all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any such successor Depositoryrepresentation or warranty, without any further act covenant or deedevent of default is inconsistent herewith, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes same shall be deemed to automatically incorporate the Depository under this Agreementapplicable standards, qualifications, thresholds and such predecessorexceptions set forth herein without action by any Person). No Letter of Credit may be issued, upon payment of all sums due it amended, extended or renewed unless (and, with respect to clauses (i)(A) and (ii) below, on the written request issuance, amendment, extension or renewal of each Letter of Credit the CorporationBorrower shall be deemed to represent and warrant that), shall promptly execute and deliver an instrument transferring after giving effect to such successor all rights and powers issuance, amendment, extension, or renewal (i) (A) the LC Exposure does not exceed the Letter of such predecessor hereunderCredit Sublimit, shall duly assign(B) with respect to any Letter of Credit issued by CS, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Receipts Letters of Credit issued by CS does not exceed $5,000,000, (C) with respect to any Letter of Credit to be issued by Citizens, the aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of Credit issued by Citizens does not exceed $2,500,000 and such records(D) with respect to any Letter of Credit to be issued by DBNY, books and other information in its possession relating thereto. Any entity into or with which the Depository may be mergedaggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of Credit issued by DBNY does not exceed $2,500,000, consolidated or converted shall be (ii) (A) the successor aggregate amount of the Depository without Initial Revolving Credit Exposure shall not exceed the execution or filing aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any document or Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date and (iii) unless the relevant Issuing Bank is able to issue Commercial Letters of Credit, any further act, such Letter of Credit is a Standby Letter of Credit (it being understood and notice thereof shall not agreed that CS and DBNY will only be required hereunder. Such successor Depository may authenticate the Receipts in the name to issue Standby Letters of the predecessor Depository or its own name as successor DepositoryCredit).

TABLE OF CONTENTS. The Depository may at any time be removed by Holders of a majority in aggregate principal amount of the Corporation by notice Debt Securities of such removal delivered to series at the Depositorytime outstanding may, on behalf of the Holders of all of such removal to take effect upon the appointment Debt Securities, waive any past Default or Event of a successor Depository Default hereunder and its acceptance consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on such Debt Securities, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on such Debt Securities (provided, however, that the Holders of a majority in aggregate principal amount of such appointment as hereinafter providedDebt Securities then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all such Debt Securities then outstanding or each such Debt Security affected thereby. In case at Upon any time the Depository acting hereunder shall resign or be removedsuch waiver, the Corporation shallIssuer, within 60 days after the delivery Trustee and the Holders of the notice Debt Securities of resignation or removal, as the case may be, appoint a successor Depository, which such series shall be a bank restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or trust company having its principal office in the United States other Default or Event of America and having a combined capital and surplus Default or impair any right consequent thereon. Whenever any Default or Event of at least $50,000,000. If no successor Depository Default hereunder shall have been so appointed and have accepted appointment within 60 days after delivery waived as permitted by this Section 6.07, said Default or Event of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository Default shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers Debt Securities of such predecessor hereunder, series and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall duly assign, transfer and deliver all right, title and interest in the Stock and extend to any moneys held hereunder to such successor, and shall deliver to such successor a list subsequent or other Default or Event of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into Default or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of impair any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryright consequent thereon.

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder (a) Borrower shall (i) promptly and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery faithfully observe and perform all of the notice material terms, covenants, conditions and provisions of resignation the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or removalrefrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.18(b) below, Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of Borrower; provided, that, Borrower (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, appoint surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by Borrower after the date hereof, together with a successor Depositorytrue, which shall be a bank correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeany default, the resigning or removed Depository may petition by any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute party under any material License Agreement, and deliver to its predecessor Agent (promptly upon the receipt thereof by Borrower in the case of a notice to Borrower and concurrently with the sending thereof in the case of a notice from Borrower ) a copy of each notice of default and every other notice and other communication received or delivered by Borrower in connection with any material License Agreement which relates to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon right of Borrower to continue to use the property subject to such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this License Agreement, and such predecessor(vi) furnish to Agent, promptly upon payment of all sums due it and on the written request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the Corporationobservance, shall promptly execute performance and deliver an instrument transferring to such successor all rights and powers of such predecessor hereundercompliance by Borrower or the other party or parties thereto with the material terms, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into covenants or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing provisions of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorymaterial License Agreement.

TABLE OF CONTENTS. The Depository interestholder understands that this Certificate may at any time be removed disclosed to the Internal Revenue Service by the Corporation Partnership and that any false statement contained herein could be punishable by notice fine, imprisonment or both. Under penalties of such removal delivered to the Depositoryperjury, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall I declare that I have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor examined this certification and to the Corporation best of my knowledge and belief it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of: Name of Interestholder Signature and Date Title (if applicable) Note: If the assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an instrument in writing accepting its appointment hereunderagent of any of the foregoing, and thereupon such successor Depositoryis holding for the account of any other person, this certification should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification as to any person for whom the assignee will hold the Series A Preferred Units shall be made to the best of Assignee’s knowledge. Table of Contents Exhibit E Certificate Evidencing 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests in DCP Midstream, LP No. Series B Preferred Units with an aggregate liquidation preference of $ In accordance with Section 4.1 of the Third Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series B Preferred Units are set forth in, and this Certificate and the Series B Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in Section 2.6 of the Partnership Agreement and (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement. This Certificate shall not be valid for any further act or deedpurpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: American Stock Transfer & Trust Company, LLC as Transfer Agent and Registrar By: Authorized Signatory DCP Midstream, LP By: DCP Midstream GP, LP its General Partner By: DCP Midstream GP, LLC, its General Partner By: Name: Title: By: Name: Title: Table of Contents ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall become fully vested be construed as follows according to applicable laws or regulations: TEN COM - TEN ENT - JT TEN - as tenants in common as tenants by the entireties as joint tenants with all right of survivorship and not as tenants in common UNIF GIFT/TRANSFERS MIN ACT Custodian (Cust) (Minor) under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the rightsabove list, powersmay also be used. ASSIGNMENT OF SERIES B PREFERRED UNITS OF DCP MIDSTREAM, duties LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and obligations transfers unto: (Please print or typewrite name and address of its predecessor and for all purposes shall be assignee) (Please insert Social Security or other identifying number of assignee) Series B Preferred Units representing limited partnership interests evidenced by this Certificate, subject to the Depository under this Partnership Agreement, and such predecessor, upon payment does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of all sums due it and substitution to transfer the same on the books of DCP Midstream, LP. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written request upon the face of this Certificate in every particular, without alteration, enlargement or change. Table of Contents THE SIGNATURE(S) 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 S.E.C. RULE 17Ad-15 (Signature) (Signature) No transfer of the CorporationSeries B Preferred Units evidenced hereby will be registered on the books of the Partnership, shall promptly execute and deliver unless the Certificate evidencing the Series B Preferred Units to be transferred is surrendered for registration or transfer. Table of Contents ASSIGNEE CERTIFICATION Type of Entity (check one): ☐ Individual ☐ Partnership ☐ Corporation ☐ Trust ☐ Other (specify) Nationality (check one): ☐ U.S. Citizen, Resident or Domestic Entity ☐ Foreign Corporation ☐ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to such successorthe undersigned interestholder’s Interest in it, and shall deliver to such successor a list the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretointerestholder). Any entity into Complete Either A or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.B:

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered As provided in and subject to the Depository, such removal to take effect upon provisions of the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedIndenture, the Corporation shall, within 60 days after Holder of this Security shall not have the delivery of right to institute any proceeding with respect to the notice of resignation Indenture or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository receiver or trustee or for any other remedy thereunder, unless such Holder shall execute and deliver to its predecessor and have previously given the Trustee written notice of a continuing Event of Default with respect to the Corporation an Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in writing accepting its appointment hereunderform satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon such successor Depositoryone or more new Securities of this series and of like tenor, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor authorized denominations and for all purposes the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Depository under Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this AgreementSecurity for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted agent shall be affected by notice to the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorycontrary.

TABLE OF CONTENTS. The Depository fact and date of the execution by any person of any such instrument or writing may at any time be removed proved by the Corporation by notice affidavit of a witness of such removal delivered execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Securities of any Series shall be proved by the Holder list maintained under Section 2.6 hereunder. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of Securities of any Series shall bind every future Holder of the same Securities and the holder of each Securities of any Series issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Securities. If the Issuers shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities of any Series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities of such Series shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the Depository, such removal to take effect upon the appointment provisions of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days this Indenture not later than six months after the delivery of the notice of resignation or removalrecord date. The Depositary, as the case a Holder, may beappoint agents and otherwise authorize participants to give or take any request, appoint a successor Depositorydemand, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such authorization, direction, notice, the resigning consent, waiver or removed Depository may petition any court of competent jurisdiction for the appointment of other action which a successor Depository. Every successor Depository shall execute and deliver Holder is entitled to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act give or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository take under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryIndenture.

TABLE OF CONTENTS. The Depository Issuer may at any time time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be removed held by the Corporation Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such removal delivered repayment to Holders whose Notes have been called but have not been surrendered for repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery records of the notice of resignation Trustee or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further actPaying Agent, and notice thereof shall not be required hereunder. Such successor Depository may authenticate at the Receipts in the name last address of the predecessor Depository or its own name as successor Depositoryrecord for each such Holder).

TABLE OF CONTENTS. The Depository may Securityholders Agreement contains provisions permitting the Company and the holders of not less than 25% in aggregate principal amount of the Debt Securities at any the time be removed by outstanding affected thereby, as specified in the Corporation by notice Securityholders Agreement, to execute supplemental Securityholders Agreements for the purpose of such removal delivered (i) evidencing the succession of another corporation to the DepositoryCompany; (ii) adding to the covenants of the Company further covenants for the protection of the holders of Debt Securities; (iii) curing any ambiguity, or correcting any defective or inconsistent provision; (iv) adding to, deleting from, or revising the terms of the Debt Securities, provided that such removal actions do not adversely affect the interests of the holders of the Debt Securities then outstanding; (v) making any other change that does not adversely affect the rights of any Securityholder in any material respect; or (vi) providing for the issuance of Debt Securities, establishing the form of certifications to take effect upon be given pursuant to the appointment terms of the Securityholders Agreement or the Debt Securities, or adding to the rights of the Debt Securities. The Securityholders Agreement contains provisions permitting the Company and the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected thereby, as specified in the Securityholders Agreement, to execute supplemental Securityholders Agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Securityholders Agreement or of any supplemental Securityholders Agreement or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental Securityholders Agreement shall, among other things, without the consent of the holders of each Debt Security then outstanding and affected thereby (i) extend the fixed maturity of the Debt Securities, or reduce the principal amount thereof or any redemption premium thereon, or reduce the rate or extend the time of payment of interest thereon, or make payments due on the Debt Securities payable in any coin or currency other than that provided in the Debt Securities, or impair or affect the right of any holder of Debt Securities to institute suit for the payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental Securityholders Agreement. The Securityholders Agreement also contains provisions permitting the holders of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery majority in aggregate principal amount of the notice Debt Securities at the time outstanding, on behalf of resignation or removalall of the holders of the Debt Securities, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office to waive any past default in the United States performance of America and having a combined capital and surplus any of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticethe covenants contained in the Securityholders Agreement, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and established pursuant to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Securityholders Agreement, and such predecessorits consequences, upon payment of all sums except a default in payments due it and on the written request any of the CorporationDebt Securities. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Securityholders Agreement) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), shall promptly execute and deliver an instrument transferring to such successor all rights and powers irrespective of whether or not any notation of such predecessor hereunderconsent or waiver is made upon this Debt Security. No reference herein to the Securityholders Agreement and no provision of this Debt Security or of the Securityholders Agreement shall alter or impair the obligation of the Company, shall duly assignwhich is absolute and unconditional, transfer to pay all payments due on this Debt Security at the time and deliver all right, title place and interest at the rate and in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorymoney herein prescribed.

TABLE OF CONTENTS. The Depository may at any time be removed As provided in the Securityholders Agreement and subject to certain limitations herein and therein set forth, this Debt Security is transferable by the Corporation registered holder hereof on the Debt Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company maintained for such purpose accompanied by notice a written instrument or instruments of such removal delivered transfer in form satisfactory to the Depository, Company duly executed by the registered holder hereof or such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office holder’s attorney duly authorized in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderwriting, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such successor Depositoryregistration of transfer, without but the Company may require payment of a sum sufficient to cover any further act tax or deedother governmental charge payable in relation thereto. Prior registration of transfer of this Debt Security, the Company, any Paying Agent, any transfer agent and the Debt Security registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall become fully vested with all be overdue and notwithstanding any notice of ownership or writing hereon) for the rightspurpose of receiving payment of or on account of the principal hereof, powerspremium, duties if any, and obligations of its predecessor interest due hereon and for all purposes other purposes, and neither the Company nor any Paying Agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the Depository under contrary. No recourse shall be had for the payment of the principal of or premium, if any, or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Securityholders Agreement, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debt Securities are issuable in registered uncertificated or certificated form without coupons. As provided in the Securityholders Agreement and subject to certain limitations herein and therein set forth, Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debt Security that are defined in the Securityholders Agreement shall have the meanings assigned to them in the Securityholders Agreement. THE LAW OF THE STATE OF NORTH CAROLINA SHALL GOVERN THE SECURITYHOLDERS AGREEMENT AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. Table of Contents EXHIBIT B FORM OF CERTIFICATE OF OFFICER OF UWHARRIE CAPITAL CORP. Pursuant to Section 3.4 of the Securityholders Agreement among Uwharrie Capital Corp, as issuer (the “Company”), and the Securityholders which are parties thereto, dated as of [ISSUANCE DATE] (as amended or supplemented from time to time, the “Securityholders Agreement”), the undersigned certifies that he/she is a principal executive officer, principal financial officer or principal accounting officer of the Company and in the course of the performance by the undersigned of his/her duties as an officer of the Company, the undersigned would normally have knowledge of any default by the Company in the performance of any covenants contained in the Securityholders Agreement, and the undersigned hereby further certifies that he/she has no knowledge of any such predecessordefault for the year 20 [,except as follows: specify each such default and the nature thereof]. Capitalized terms used herein, upon payment of all sums due it and on not otherwise defined herein, have the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest respective meanings ascribed thereto in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositorySecurityholders Agreement.

TABLE OF CONTENTS. The Depository may at any time be removed by Subject to Paragraph 2, the Corporation by notice transfer of a Security is registrable on the aforementioned register upon surrender of such removal delivered Security at the corporate trust office of the Fiscal Agent [ or any Transfer Agent] duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the DepositoryIssuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such removal to take effect upon surrender of this Security for registration of transfer, the appointment Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a successor Depository hereunder like aggregate principal amount. At the option of the registered holder upon request confirmed in writing, Registered Securities may be exchanged for Registered Securities of any authorized denominations and its acceptance of such appointment as hereinafter provideda like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. In case at Bearer Securities may not be issued in exchange for Registered Securities. Whenever any time the Depository acting hereunder shall resign or be removedRegistered Securities are so surrendered for exchange, the Corporation shallIssuer shall execute, within 60 days after and the delivery Fiscal Agent shall authenticate and deliver, the Registered Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the notice of resignation or removalTransfer Agent or] the Fiscal Agent, as the case may be, appoint being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.] [In the event of a successor Depository, which shall be a bank or trust company having its principal office redemption of the Securities in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticepart, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Issuer shall not be required hereunder(i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption.] All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. Such successor Depository No service charge shall be made for any registration of transfer or exchange, but Italy may authenticate require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Receipts in Issuer, the name Fiscal Agent and any agent of the predecessor Depository Issuer or its own the Fiscal Agent may treat the person in whose name this Security is registered as successor Depositorythe owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary. The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or Table of Contents prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

TABLE OF CONTENTS. The Depository may at any Issuer was created pursuant to a Trust Agreement dated as of [ ], [ ], as amended and restated as of [ ], [ ] (as further amended, modified or supplemented from time be removed by to time, the Corporation by notice “Trust Agreement”), between the Transferor and [ ], as owner trustee (the “Owner Trustee”), a summary of such removal delivered certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture, dated as of [ ], [ ] (as amended, modified or supplemented from time to time, the “Indenture”), between the Issuer and [ ], as indenture trustee (the “Indenture Trustee”). This Certificate is issued under and is subject to the Depositoryterms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such removal Holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. The Holder of this Certificate acknowledges and agrees that its rights to take receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Indenture and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect upon in any jurisdiction or seeking the appointment of an administrator, a successor Depository hereunder and trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its acceptance of property or to consent to any such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign relief or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to general assignment for the Corporation an instrument in writing accepting its appointment hereunderbenefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and thereupon (ii) such successor DepositoryPerson shall not commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy, without reorganization, liquidation or insolvency law or statute now or hereafter in effect in any further act jurisdiction. By accepting and holding this Certificate (or deedany interest herein), the Holder hereof shall become fully vested with be deemed to have represented and warranted that it is not a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing on behalf of a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code. By accepting and holding this Certificate (or any interest therein) the Holder hereof shall be deemed to have represented and warranted that it is a United States person under the Code, and if it is a partnership for federal income tax purposes, all the rights, powers, duties and obligations of its predecessor and for all purposes shall be partners are United States persons under the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryCode.

TABLE OF CONTENTS. The Depository may at On any time transfer pursuant to which either (i) Notes represented by this Global Note are no longer to be removed so represented or (ii) Notes not so represented are to be so represented details of such transfer shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording such transfer shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes held by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder registered holder hereof shall resign be increased or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, reduced (as the case may be) by the nominal amount so transferred. Subject as provided in the following paragraph, appoint until the exchange of the whole of this Global Note as aforesaid, the registered holder hereof shall in all respects be entitled to the same benefits as if he were the registered holder of Definitive Registered Notes in the form set out in Part VIII of the Second Schedule to the Trust Deed. Subject as provided in the Trust Deed, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg)as entitled to a successor Depositoryparticular nominal amount of the Notes represented by this Global Note (in which regard any certificate or other document issued by Euroclear or Clearstream, which Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be a bank or trust company having its principal office in the United States of America conclusive and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and binding for all purposes save in the case of manifest error) shall be deemed to be the Depository under this Agreement, and holder of such predecessor, upon payment of all sums due it and on the written request nominal amount of the Corporation, shall promptly execute and deliver an instrument transferring Notes for all purposes other than with respect to payments on] such successor all rights and powers nominal amount of such predecessor hereunderNotes for which purpose the registered holder of this Global Note shall be deemed to be the holder of such nominal amount of the Notes in accordance with and subject to the terms of this Global Note and the Trust Deed. No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, shall duly assign, transfer and deliver all right, title and interest in the Stock but this does not affect any right or remedy of any person which exists or is available apart from that Act. This Global Note and any moneys held hereunder to such successornon-contractual obligations arising out of or in connection with it are governed by, and shall deliver be construed in accordance with, English law and the Issuer, the Guarantor have in the Trust Deed submitted to such successor a list the jurisdiction of the Record Holders courts of England for all outstanding Receipts and such records, books and other information purposes in its possession relating theretoconnection with this Global Note. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof This Global Note shall not be required hereunder. Such successor Depository may authenticate valid unless authenticated by Citibank, N.A., as Registrar and, if the Receipts in applicable Final Terms indicates that this Global Note is intended to be held under the name of New Safekeeping Structure, effectuated by the predecessor Depository entity appointed as common safekeeper by Euroclear or its own name as successor DepositoryClearstream, Luxembourg.

TABLE OF CONTENTS. The Depository may at any time be removed by Subject to Paragraph 2, the Corporation by notice transfer of a Security is registrable on the aforementioned register upon surrender of such removal delivered Security at the corporate trust office of the Fiscal Agent [or any Transfer Agent] duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the DepositoryIssuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such removal to take effect upon surrender of this Security for registration of transfer, the appointment Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a successor Depository hereunder like aggregate principal amount. [At the option of the registered holder upon request confirmed in writing, Registered Securities may be exchanged for Registered Securities of any authorized denominations and its acceptance of such appointment as hereinafter provideda like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. In case at Bearer Securities may not be issued in exchange for Registered Securities. Whenever any time the Depository acting hereunder shall resign or be removedRegistered Securities are so surrendered for exchange, the Corporation shallIssuer shall execute, within 60 days after and the delivery Fiscal Agent shall authenticate and deliver, the Registered Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the notice of resignation or removalTransfer Agent or] the Fiscal Agent, as the case may be, appoint being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.] [In the event of a successor Depository, which shall be a bank or trust company having its principal office redemption of the Securities in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticepart, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Issuer shall not be required hereunder(i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption.] All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. Such successor Depository No service charge shall be made for any registration of transfer or exchange, but Italy may authenticate require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Receipts in Issuer, the name Fiscal Agent and any agent of the predecessor Depository Issuer or its own the Fiscal Agent may treat the person in whose name this Security is registered as successor Depositorythe owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary. The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or Table of Contents prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

TABLE OF CONTENTS. The Depository may at any time be removed by liability for the Corporation by notice obligations of such removal delivered each of them. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Borrower, with respect to the Depository, such removal to take effect upon the appointment payment and performance of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery all of the notice Obligations, it being the intention of resignation or removal, as the case may be, appoint a successor Depository, which parties hereto that all Obligations shall be a bank the joint and several obligations of all of the Borrowers without preferences or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000distinction among them. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in writing accepting its appointment hereunderaccordance with the terms thereof, and thereupon then in each such successor Depositoryevent each other Borrower will make such payment with respect to, without or perform, such Obligations. A breach hereof or Default or Event of Default hereunder as to any further act single Borrower shall constitute a breach, Default or deed, shall become fully vested with Event of Default as to all the rights, powers, duties and obligations Borrowers. Each Borrower hereby waives notice of acceptance of its predecessor joint and for all purposes shall be several liability, notice of the Depository Loans made or Letters of Credit issued under this Agreement, notice of the occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent, the Collateral Agent or the Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, all demands, notices and such predecessorother formalities of every kind in connection with this Agreement, upon except for any demands, notices and other formalities expressly required under the terms of this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent, the Collateral Agent or the Lenders at any time or times in respect of any default (including any Default or Event of Default) by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all sums due it other indulgences whatsoever by the Administrative Agent, the Collateral Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the written request part of the CorporationAdministrative Agent, shall promptly execute and deliver an instrument transferring the Collateral Agent or the Lenders, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable Laws or regulations thereunder, which might, but for the provisions of this Section 2.17, afford grounds for terminating, discharging or relieving such successor all rights and powers Borrower, in whole or in part, from any of its Obligations under this Section 2.17, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the Obligations of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Borrower under this Section 2.17 shall not be required hereunderdischarged except by performance and then only to the extent of such performance. Such successor Depository may authenticate The joint and several liability of the Receipts Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name name, membership, constitution or place of formation of any Borrower. With respect to any Borrower’s Obligations arising as a result of the predecessor Depository joint and several liability of the Borrowers hereunder with respect to Loans or its own name other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full (other than contingent indemnification obligations that are not yet due and payable or as successor Depositoryto which no claim has been asserted) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender.

TABLE OF CONTENTS. For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from the person who tendered such Shares. The Depository signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the holder(s) of record and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time be removed by prior to the Corporation by Expiration Time. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such removal delivered determination will be final and binding, subject to the Depository, rights of holders of Shares to challenge such removal determination with respect to take effect upon the appointment of their Shares in a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing subsequent judgment of any document such court. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Xxxxx or any further actof their respective affiliates or assigns, and the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository withdrawal or its own name as successor Depositoryincur any liability for failure to give such notification.

TABLE OF CONTENTS. The Depository may pursuant to the Outside Date Termination Right, at any time be removed by the Corporation by notice final expiration date of the Offer, the Antitrust Condition and the Legal Restraint Condition have been satisfied, but the Minimum Tender Condition has not been satisfied and (D) within 12 months after such termination, Dermira either (1) consummates a Company Takeover Proposal or (2) Dermira enters into a definitive agreement with respect to a Company Takeover Proposal that (x) is subsequently consummated or (y) was publicly proposed or announced or became publicly known prior to the termination of such removal delivered agreement (for these purposes, the references to 20% in the definition of Company Takeover Proposal above will be deemed references to 50% instead). In the event the Termination Fee is paid to Lilly in accordance with the terms of the Merger Agreement, the Termination Fee shall constitute the sole and exclusive remedy of Lilly and Purchaser against Dermira and its current, former or future stockholders and representatives for any loss suffered as a result of the failure of the Transactions to be consummated, and none of Dermira or its current, former or future stockholders or representatives shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. Acceptance by Xxxxx of the Termination Fee shall constitute acceptance by Xxxxx of the validity of any termination of the Merger Agreement pursuant to the Depository, such removal to take effect upon the appointment of Superior Proposal Termination Right. Upon a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery valid termination of the Merger Agreement other than pursuant to the Superior Proposal Termination Right and which termination would also give rise to a payment of the Termination Fee under the terms of the Merger Agreement, if prior to payment of the Termination Fee to Xxxxx, Xxxxx provides irrevocable written notice of resignation or removalto Dermira that it does not wish to receive the Termination Fee, as then Dermira shall have no further obligation to pay the case may be, appoint a successor Depository, which Termination Fee under any circumstances thereafter and Lilly shall be a bank or trust company having entitled to exercise its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository rights under this Agreement, and such predecessor, upon payment of all sums due it and on the written request Section 8.02 of the Corporation, shall promptly execute Merger Agreement to pursue any claim against Dermira for a willful and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list material breach of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryMerger Agreement by Xxxxxxx.

TABLE OF CONTENTS. The Depository may at any time be removed by If, in the Corporation by notice course of such removal delivered to review, the DepositoryTrustee or the Custodian, such removal to take effect upon on behalf of the appointment Trustee finds any document constituting a part of a successor Depository hereunder and its acceptance Mortgage File which does not meet the requirements of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedSection 2.1, the Corporation shall, within 60 days after Trustee shall list or shall cause the delivery of the notice of resignation or removal, Custodian to list such as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office an exception in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Final Certification; provided, however that neither the Trustee nor the Custodian shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition make any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver determination as to its predecessor and whether (i) any endorsement is sufficient to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the Stock manner and subject to the conditions set forth in Section 2.3, or (b) purchase such Mortgage Loan from the Trustee within 90 days from the date the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, and there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then such substitution or purchase shall occur within 720 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency and MBIA within 270 days from the Closing Date indicating each Mortgage Loan (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee or the Custodian on its behalf. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and MBIA of the Opinion of Counsel required by Section 2.5 hereof, if any, and any moneys held hereunder substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee and MBIA of a Request for Release substantially in the form of Exhibit L. No substitution is permitted to be made in any calendar month after the Determination Date for such successormonth. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee shall cause the Custodian to release the related Mortgage File to the Seller and shall execute and deliver at the Seller’s request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. The Trustee shall retain or shall cause the Custodian to retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to such successor a list of the Record Holders of all outstanding Receipts and such recordsTrustee or the Custodian on its behalf, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without upon the execution or filing receipt thereof, the originals of any document such other documents or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate instruments constituting the Receipts in Mortgage File as come into the name possession of the predecessor Depository Master Servicer from time to time. It is understood and agreed that the obligation of the Seller to substitute for or its own name as successor Depositoryto purchase any Mortgage Loan which does not meet the requirements of Section 2.1 above shall constitute Table of Contents the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

TABLE OF CONTENTS. The Depository may at Defaulting Lender shall mean any time Lender that (a) has failed to fund any portion of the Loans, participations in Letters of Credit or participations in Swing Line Loans required to be removed funded by it hereunder within one Business Day after the date required to be funded by it hereunder (including by settlement pursuant to Section 2.7), (b) has otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day after the date when due, (c) has (i) been deemed, or has a direct or indirect parent company that has been deemed, insolvent or become the subject of a bankruptcy or insolvency proceeding or (ii) a direct or indirect parent company that has had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, (d) has notified Borrowers, Administrative Agent, any L/C Issuer or any Lender that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit or (e) has failed to confirm within three Business Days after a request by Administrative Agent that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swing Line Loans. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.7.4) as of the date established therefor by Administrative Agent in a written notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositorydetermination, which shall be a bank or trust company having its principal office delivered by Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. Deposit Accounts shall have the meaning ascribed to such term in the United States of America and having a combined capital and surplus of at least $50,000,000UCC. If no successor Depository Documents shall have been the meaning ascribed to such term in the UCC. Documents of Title shall have the meaning ascribed to such term in the PPSA, as applicable. Domestic Borrowers shall mean all Borrowers organized under the laws of the United States. Electronic Chattel Paper shall have the meaning ascribed to such term in the UCC. Eligible Account shall mean an Account owing to any Borrower which is acceptable to Administrative Agent in its reasonable discretion determined in good faith for lending purposes. Without limiting Administrative Agent’s discretion, Administrative Agent shall, in general, consider an Account to be an Eligible Account if it meets, and so appointed and have accepted appointment within 60 days after delivery of such noticelong as it continues to meet, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.following requirements:

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered Merger Agreement contains a provision to the Depository, such removal to take effect upon that the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessorCompany, upon payment gaining knowledge of all sums due it and on the written any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal or of the Corporationany inquiry with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal, shall promptly execute (and deliver an instrument transferring to such successor all rights and powers in any event within 24 hours) thereafter, advise Intersil of such predecessor hereunderAcquisition Proposal, request, or inquiry, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall duly assignkeep Intersil reasonably informed in all material respects of the status of any such Acquisition Proposal and shall (i) promptly (and in any event within 24 hours) notify Intersil if it has begun to furnish information to, transfer or to participate in discussions or negotiations with, a person making any such Acquisition Proposal or inquiry and deliver all right, title shall promptly (and interest in any event within 24 hours) advise Intersil of any material change in the Stock terms of any such Acquisition Proposal or inquiry, (ii) provide to Intersil as soon as practicable after receipt or delivery thereof copies of all correspondence, documents, agreements and other written material (including any moneys held hereunder amendments, supplements or modifications thereto) sent or provided to the Company from any third party in connection with any Acquisition Proposal (provided that the Company may redact any information in such successorwritten material containing solely confidential and non-public information of such third party) and (iii) if Intersil shall make a written counterproposal, consider and cause its financial and legal advisors to consider in good faith the terms of such written counterproposal. Contemporaneously with providing written materials about the Company to a third party in connection with any such Superior Proposal or inquiry, the Company shall deliver furnish a copy of such materials to such successor a list Intersil (to the extent not already previously provided). None of the Record Holders of all outstanding Receipts Company or its subsidiaries shall enter into any confidentiality agreement with any person subsequent to the date hereof which prohibits the Company from providing such information to Intersil. The Merger Agreement further contains a provision that the Company may take and such recordsdisclose a position contemplated by Rules 14e-2(a) or 14d-9 promulgated under the Exchange Act or make any disclosure to the Company’s stockholders if, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor good faith judgment of the Depository without Company’s Board of Directors (after consulting with and receiving the execution advice of outside legal counsel), failure to do so would violate the disclosure requirements under applicable law. However, such disclosure will not affect the obligations of the Company under the other provisions described above or filing as described below under “— The Company’s Recommendation.” As used in the Merger Agreement, an “Acquisition Proposal” means any proposal or offer, whether in one transaction or a series of related transactions, for (i) a merger, consolidation, dissolution, exchange offer, tender offer, recapitalization, share exchange or other business combination involving the Company and its subsidiaries, pursuant to which any person or entity (other than Intersil, the Purchaser or any of their affiliates) or “group” (as defined in Section 13(d) of the Exchange Act) directly or indirectly would acquire beneficial or record ownership of securities representing 15% or more of the outstanding securities of any document class of voting securities of any of the Company and its subsidiaries; (ii) the issuance by any of the Company and its subsidiaries of 15% or more of its equity securities (other than pursuant to any underwritten or broadly distributed offering), (iii) the acquisition (including, without limitation, through any license or lease, other than commercial licenses in the ordinary course of business) in any manner, directly or indirectly, of assets that constitute or account for 15% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries, (iv) any tender offer or exchange offer in which any person or entity (other than Intersil, the Purchaser or any further actof their affiliates) or “group” (as such term is defined under Section 13(d) under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 15% or more of the outstanding Shares, (v) any recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company and notice thereof shall not be required hereunder. Such successor Depository may authenticate its subsidiaries in which a person or entity (other than Intersil, the Receipts Purchaser or any of their affiliates) or “group” (as defined in the name Exchange Act and the rules promulgated thereunder) directly or indirectly would acquire beneficial ownership of 15% or more of the predecessor Depository outstanding securities of any class of voting securities of any of the Company and its subsidiaries, or its own name as successor Depository(vi) any transaction which is similar in form, substance or purpose to any of the foregoing transactions; in each case other than the transactions contemplated by the Merger Agreement.

TABLE OF CONTENTS. The Depository may at any time WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 . WATCHGUARD TECHNOLOGIES, INC. By: Name: Its: COUNTERSIGNED: MELLON INVESTOR SERVICES LLC, as Rights Agent By: Name: Its: Table of Contents —Form of Reverse Side of Rights Certificate— FORM OF ASSIGNMENT (To be removed executed by the Corporation registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by notice this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. Table of Contents —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: WATCHGUARD TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such removal Rights and requests that certificates for such number of one-thousandths of a Preferred Share 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 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 (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the Depository, such removal to take effect upon best knowledge of the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedundersigned, the Corporation shallundersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, within 60 days after as amended. Guarantees by a notary public are not acceptable. Table of Contents —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the delivery Form of the notice Assignment or Form of resignation or removalElection to Purchase, as the case may be, appoint must conform to the name as written on 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 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Table of Contents EXHIBIT C WATCHGUARD TECHNOLOGIES, INC. STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS Distribution and Transfer of Rights; Rights Certificates On May 5, 2005, the board of directors of WatchGuard Technologies, Inc. (“WatchGuard”) declared a successor Depositorydividend of one preferred share purchase right (a “Right”) for each outstanding share of WatchGuard common stock, $0.001 par value (the “Common Stock”). The dividend is payable on May 19, 2005 to WatchGuard’s stockholders of record on that date. Before the Distribution Date (as described below), the Rights will be evidenced by, and trade with, certificates representing the Common Stock. After the Distribution Date, if any, WatchGuard will mail Rights certificates to the stockholders and the Rights will become transferable apart from the Common Stock. Distribution Date The Rights will separate from the Common Stock and become exercisable following the earlier of the close of business on the tenth day (or such later date as may be determined by a majority of WatchGuard’s board of directors) after a person or group (i) acquires beneficial ownership of 15% or more of the Common Stock then outstanding or (ii) announces a tender or exchange offer for the Common Stock then outstanding that could result in the offeror becoming the beneficial owner of 15% or more of the Common Stock then outstanding (the earlier of such dates being the “Distribution Date”). Preferred Stock Purchasable Upon Exercise of Rights After the Distribution Date, each Right will entitle the holder to purchase, for $21.00 (the “exercise price”), one one-thousandth (1/1000) of a share of WatchGuard Series A preferred stock with economic terms similar to those of one share of Common Stock. EXHIBIT C TO RIGHTS AGREEMENT 51 SUMMARY OF RIGHTS Table of Contents Flip-In If an acquiror obtains 15% or more of the Common Stock then outstanding (thus becoming an “Acquiring Person”), then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder to purchase, for the exercise price, that number of shares of Common Stock having a then-current market value of two times the exercise price. Flip-Over If, after the Shares Acquisition Date (defined below), (a) WatchGuard merges into another entity, (b) an acquiring entity merges into WatchGuard or (c) WatchGuard sells more than 50% of its assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder to purchase, for the exercise price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the exercise price. Exchange Provisions After any person or group becomes an Acquiring Person but before the acquisition of WatchGuard or 50% or more of its assets or earning power, the board of directors may elect to exchange each Right (other than Rights that have become null and void and nontransferable as described above) for consideration per Right consisting of one share of Common Stock. Redemption of Rights The Rights will be redeemable at WatchGuard’s option for $0.001 per Right (the “Redemption Price”) at any time on or before the tenth day (or such later date as may be determined by a majority of the board of directors) after public announcement that a person has acquired beneficial ownership of 15% or more of the Common Stock then outstanding (the “Shares Acquisition Date”). Expiration of Rights The Rights are not exercisable until the Distribution Date and will expire on May 5, 2015, unless earlier redeemed or exchanged by WatchGuard. Amendment of Terms of Rights The terms of the Rights and the Rights Agreement (as defined below) may be amended in any respect, without the approval of any holder of the Rights, at any time before the Distribution Date, subject to certain restrictions. EXHIBIT C TO RIGHTS AGREEMENT 52 SUMMARY OF RIGHTS Table of Contents Voting Rights Until a Right is exercised, the holder will have no rights as a stockholder of WatchGuard, including, without limitation, the right to vote or receive dividends. Antidilution Provisions In order to preserve the actual or potential economic value of the Rights, the number of shares of preferred stock or other securities issuable upon exercise of a Right, the exercise price, the Redemption Price and the number of Rights associated with each outstanding share of Common Stock are all subject to adjustment by the board of directors, pursuant to customary antidilution provisions. Taxes Distribution of the Rights should not be a taxable event for federal income tax purposes. Following an event that renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income. Stockholder Review At or prior to WatchGuard’s 2006 annual meeting of stockholders (and in no event later than May 5, 2006), WatchGuard’s board of directors shall submit a resolution ratifying the continued existence of the Rights Agreement to the stockholders who are not affiliated with management or any member of the board of directors (the “Independent Stockholders”) for their consideration and approval. Unless the majority of the votes cast by the Independent Stockholders are voted in favor of the continued existence of the Rights Agreement, the Rights Agreement and the Rights shall be terminated immediately after such meeting. The foregoing is a summary of the principal terms of the Rights Agreement dated May 5, 2005 between WatchGuard and Mellon Investor Services, LLC, as rights agent (the “Rights Agreement”) and is qualified in its entirety by reference to the detailed terms of the Rights Agreement. A copy of the Rights Agreement, which shall is on file with the Securities and Exchange Commission as an exhibit to WatchGuard’s Registration Statement on Form 8-A filed on May 9, 2005, may be a bank or trust company having its principal office in the United States obtained from WatchGuard free of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessorcharge, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryrequest.

TABLE OF CONTENTS. The Depository Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such Persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuer promptly of any claim of which a Responsible Officer has received written notice for which it may at any time be removed seek indemnity. Failure by the Corporation by notice Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. Neither the Issuer nor any Guarantor need pay for any settlement made without its consent. The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal delivered of the Trustee. To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the DepositoryNotes on all money or property held or collected by the Trustee, such removal except money or property held in trust to take effect upon pay principal and interest on particular Notes. Such Lien shall survive the appointment satisfaction and discharge of a successor Depository hereunder and its acceptance this Indenture. When the Trustee incurs expenses or renders services after an Event of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign Default specified in Section 6.01(a)(vi) or be removedSection 6.01(a)(vii) hereof occurs, the Corporation shall, within 60 days after expenses and the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction compensation for the appointment services (including the reasonable fees and expenses of a successor Depositoryits agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Every successor Depository The Trustee shall execute and deliver to its predecessor and comply with the provisions of Trust Indenture Act Section 313(b)(2) to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryextent applicable.

TABLE OF CONTENTS. What are the conditions to the Offer? The Depository Offer is conditioned upon the satisfaction or waiver of the following conditions (the “Offer Conditions”): • the Antitrust Law Conditions; • the Minimum Condition; • the Governmental Entity Condition; • the accuracy of the representations and warranties made by Xxxxxxxxx in the Merger Agreement, subject to the materiality and other qualifications set forth in the Merger Agreement (the “Representations Condition”); • the performance by Xxxxxxxxx in all material respects of all obligations to be performed by it under the Merger Agreement (the “Covenants Condition”); • the Material Adverse Effect Condition; • Xxxxxx having received a certificate from Xxxxxxxxx immediately prior to the Expiration Date (as it may at be extended) signed on its behalf by Xxxxxxxxx’x chairman of the board, chief executive officer, or certain other officers of Xxxxxxxxx to the effect that the Representations Condition and the Covenants Condition have been satisfied; and • the Termination Condition. The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement. The foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by Purchaser, in whole or in part (other than, except with the consent of Xxxxxxxxx, the Minimum Condition, the Antitrust Law Conditions and the Governmental Entity Condition). However, without the consent of Xxxxxxxxx, Purchaser cannot (i) waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition or (ii) make any time change in the terms of or conditions to the Offer that (A) changes the form of consideration to be removed paid in the Offer, (B) except as contemplated by the Corporation Merger Agreement, decreases the Offer Price or number of Shares sought in the Offer, (C) extends the Offer, other than in a manner contemplated by notice the Merger Agreement, (D) imposes conditions on the Offer other than the Offer Conditions, (E) modifies the Offer Conditions or (F) amends any other term or condition of such removal delivered the Offer in any manner that is adverse to the Depository, such removal to take effect upon the appointment holders of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedShares. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery See Section 15 — “Conditions of the notice of resignation or removal, Offer.” How do I tender my Shares? If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by (i) delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary or (ii) following the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, in each case no later than the Expiration Date. If you are the registered owner but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may behave a limited amount of additional time by having a broker, appoint a successor Depository, which shall be a bank or trust company having its principal office in other fiduciary that is an eligible institution guarantee that the United States of America and having a combined capital and surplus of at least $50,000,000missing items will be received by the Depositary within three Nasdaq trading days. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeFor the tender to be valid, however, the resigning or removed Depository may petition any court Depositary must receive the missing items within that three trading-day period. The Letter of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver Transmittal is enclosed with this Offer to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryPurchase.

TABLE OF CONTENTS. The Depository may at None of the foregoing shall affect, impair or prevent the vesting of any time be removed by of the Corporation by notice of such removal delivered rights or powers granted to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedany Issuer or any Revolving Loan Lender hereunder. In case at furtherance and not in limitation or derogation of any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation foregoing, any action taken or removalomitted to be taken by an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon each Obligor and each Lender, and shall not put such Issuer under any resulting liability to any Obligor or any Lender, as the case may be. Without limiting the generality of the foregoing, appoint a successor Depository, which shall be a bank each Issuer (i) may rely on any oral or trust company having its principal office other communication believed in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall good faith by such Issuer to have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning authorized or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act given by or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request behalf of the Corporationapplicant for a Letter of Credit, shall promptly execute (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and deliver an instrument transferring conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to such successor all rights and powers a court order, to settle or compromise any claim of such predecessor hereunderwrongful dishonor, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successoror otherwise, and shall deliver be entitled to reimbursement to the same extent as if such successor presentation had initially been honored, together with any interest paid by such Issuer; (iv) may honor any drawing that is payable upon presentation of a list statement advising negotiation or payment, upon receipt of the Record Holders of all outstanding Receipts and such records, books and statement (even if such statement indicates that a draft or other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further actis being delivered separately), and notice thereof shall not be required hereunder. Such successor Depository liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may authenticate pay any paying or negotiating bank claiming that it rightfully honored under the Receipts in the name laws or practices of the predecessor Depository place where such bank is located; and (vi) may settle or its own name as successor Depositoryadjust any claim or demand made on such Issuer in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

TABLE OF CONTENTS. The Depository So long as the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) issuable upon the exercise of Rights may at be listed or admitted to trading on any national securities exchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be removed by the Corporation by listed or admitted for trading on such exchange or automated quotation system upon official notice of issuance upon such removal exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) delivered to the Depository, such removal to take effect upon the appointment exercise of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation Rights shall, within 60 days after at the time of delivery of the notice certificates for such (subject to payment of resignation the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or removaldelivery of the Right Certificates or of any shares of the Preferred Stock upon the exercise of Rights. The Company shall not, as the case however, be required (a) to pay any tax or charge that may be, appoint a successor Depository, which shall be a bank or trust company having its principal office payable in respect of any transfer involved in the United States transfer or delivery of America and having Right Certificates or the issuance or delivery of certificates for the Preferred Stock in a combined capital and surplus name other than that of at least $50,000,000. If no successor Depository the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for shares of the Preferred Stock upon the exercise of any Rights until any such tax or charge shall have been so appointed and have accepted appointment within 60 days after delivery paid (any such tax or charge being payable by the holder of such noticeRight Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due. The Company shall, if legally required, (i) prepare and file, as soon as reasonably possible following the Distribution Date, a registration statement under the Securities Act with respect to the securities purchasable upon exercise of or exchangeable for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as reasonably possible after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until no longer required to do so under the Securities Act with respect to securities purchasable upon exercise of or exchangeable for the Rights. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the securities purchasable upon the exercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period not to exceed 120 days following the Distribution Date, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request exercisability of the CorporationRights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of Rights referred to in this paragraph, the Company shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in issue a public announcement stating that the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list exercisability of the Record Holders of all outstanding Receipts and Rights has been temporarily suspended, as well as a public announcement at such records, books and other information time as the suspension is no longer in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryeffect.

TABLE OF CONTENTS. The Depository permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be removed by the Corporation by obliged to make any sale of Collateral regardless of notice of such removal delivered sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the Depository, such removal to take effect upon the appointment of a successor Depository hereunder time and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreementplace fixed therefor, and such predecessorsale may, upon payment of all sums due without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and on the written request of the Corporationdoes not offer such Collateral to more than one offeree. The Collateral Agent may disclaim any warranty, shall promptly execute and deliver an instrument transferring as to title or as to any other matter, in connection with such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successorsale or other disposition, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof doing so shall not be required hereunder. Such successor Depository may authenticate considered adversely to affect the Receipts in the name commercial reasonableness of the predecessor Depository such sale or its own name as successor Depositoryother disposition.

TABLE OF CONTENTS. The Depository may at Party’s rights hereunder or under any time be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation Term Loan/Notes Documents), or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository (2) shall have been so appointed and have accepted appointment within 60 days after delivery stayed by operation of such notice, the resigning Law or removed Depository may petition any court order from pursuing any such exercise of competent jurisdiction for remedies (the appointment of a successor Depository. Every successor Depository shall execute period during which the ABL Agent and deliver the ABL Secured Parties may not pursuant to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without this Section 3.1(b)(ii) exercise any further act or deed, shall become fully vested with all the rights, powers, duties and obligations or remedies with respect to the Term Loan/Notes Priority Collateral, the “ABL Standstill Period”); provided further, however, that after the expiration of the ABL Standstill Period, so long as no Term Loan/Notes Agent nor any other Term Loan/Notes Secured Party has commenced any action to enforce its predecessor Lien on any material portion of the Term Loan/Notes Priority Collateral, in the event that and for so long as any ABL Secured Party (or the ABL Agent on its behalf) have commenced any actions to enforce its Lien with respect to all purposes or any material portion of the Term Loan/Notes Priority Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the Term Loan/Notes Secured Parties nor the Term Loan/Notes Agents shall be take any action of a similar nature with respect to such Term Loan/Notes Priority Collateral without the Depository under prior written consent of the ABL Agent; provided that all other provisions of this AgreementAgreement are complied with. In exercising rights and remedies with respect to the Term Loan/Notes Priority Collateral, the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties may enforce the provisions of the Term Loan/Notes Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of the Term Loan/Notes Documents. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Term Loan/Notes Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and such predecessor, upon payment of to exercise all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers remedies of such predecessor hereunder, shall duly assign, transfer a secured lender under the Uniform Commercial Code and deliver all right, title and interest in the Stock and of a secured creditor under any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing Bankruptcy Law of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryapplicable jurisdiction.

TABLE OF CONTENTS. The Depository may at any time be removed by Company promises to pay the Corporation by notice prepayment premium amounts in the circumstances and on the terms set forth in Sections 2.5 and 2.6 of such removal delivered the Loan Agreement. The Company promises to pay interest, to the Depositoryextent permitted by law, such removal to take effect upon on the appointment principal balance of a successor Depository hereunder this Convertible Debenture at the rates per annum and its acceptance of such appointment as hereinafter provided. In case at any time on the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery terms specified in Sections 2.3 and 2.4 of the notice Loan Agreement. The Company agrees to make mandatory prepayment of resignation or removalthe principal amount outstanding and any accrued but unpaid interest to the Lender in accordance with Section 2.5 of the Loan Agreement. The Company agrees to make payments due hereunder without deduction for tax, as pursuant to the case may be, appoint a successor Depository, which terms of Sections 2.9 and 2.11 of the Loan Agreement. All payments of the principal of and premium and interest on this Convertible Debenture shall be a bank or trust company having its principal office made in the lawful currency of the United States of America and having America, by transfer of immediately available funds into a combined capital and surplus of at least $50,000,000bank account designated by the Lender in writing to the Company. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeThe Company agrees to pay, upon demand, all reasonable out-of-pocket expenses (including, without limitation, the resigning reasonable fees and disbursements of legal counsel to the Lender) associated with the waiver, enforcement or removed Depository may petition modification of the Loan Agreement or this Convertible Debenture. The Company hereby waives diligence, presentment, demand, protest and notice of any court kind whatsoever. The non-exercise by the Lender of competent jurisdiction any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. This Convertible Debenture is the Convertible Debenture referred to in the Loan Agreement, which Loan Agreement, among other things, contains provisions for the appointment acceleration of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereundermaturity hereof upon the happening of certain events, and thereupon such successor Depositoryfor the amendment or waiver of certain provisions of the Loan Agreement and this Convertible Debenture, without all upon the terms and conditions therein specified. In the event of any further act or deed, shall become fully vested with all conflict between the rights, powers, duties provisions of this Note and obligations of its predecessor and for all purposes shall be the Depository under this Loan Agreement, and such predecessor, upon payment of all sums due it and on the written request provisions of the Corporation, Loan Agreement shall promptly execute and deliver an instrument transferring to such successor all rights and powers govern. Table of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list Contents THIS CONVERTIBLE DEBENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. * * * * * Table of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.Contents

TABLE OF CONTENTS. The Depository Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company. Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Private Warrants that are not held by the Sponsor or any Permitted Transferees, at the option of the Company, at any time after the Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or greater than the Floor Price on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given; and provided further that the Warrants (and the Common Stock issuable upon exercise of such Warrants) are covered by an effective registration statement from the date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each Registered Holder will be removed entitled to exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls the Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company shall have the option to require all (but not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a cashless basis, the holder of such Warrants shall pay the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the Corporation difference between the Redemption Fair Market Value and the Warrant Price of the Warrants by notice of such removal delivered (y) the Redemption Fair Market Value. Any Warrant either not exercised or tendered back to the Depository, such removal to take effect upon Company by the appointment end of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of date specified in the notice of resignation or removal, as the case may be, appoint a successor Depository, which redemption shall be a bank or trust company having its principal office canceled on the books of the Company and have no further value except for the $0.01 redemption price. The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions set forth in the United States Warrant Agreement dated as of America [ ], 2008, by and having a combined capital between the Company and surplus the Warrant Agent (the “Warrant Agreement”). Copies of such agreement may be obtained by the holder hereof at least $50,000,000the Warrant Agent’s principal place of business without charge. If no successor Depository Capitalized terms used herein but not defined shall have been so appointed the meaning set forth in the Warrant Agreement. Table of Contents OPEN ACQUISITION CORP. By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: Name: Title: Table of Contents ELECTION TO PURCHASE To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder irrevocably elects to exercise _________________ Warrants represented by this Warrant Certificate, and have accepted appointment within 60 days after delivery to purchase the shares of Common Stock issuable upon the exercise of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderWarrants, and thereupon requests that Certificates for such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shares shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts issued in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) and, if such number of Warrants shall not be all the predecessor Depository or its own Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name as successor Depository.of, and delivered to, the Registered Holder at the address stated below: Dated: (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Table of Contents ASSIGNMENT To Be Executed by the Registered Holder in Order to Assign Warrants For Value Received, __________________________________ hereby sells, assigns, and transfers unto (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) ___________________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint __________________________________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated:

TABLE OF CONTENTS. The Depository It is understood that our opinion is for the use and benefit of the Board (in its capacity as such) in its evaluation of the Merger. We were not requested to, and we did not, participate in the structuring of the Merger. Our opinion does not address the relative merits of the transactions contemplated by the Merger as compared to any alternative transaction or opportunity that might be available to SEMG, nor does it address the underlying business decision by SEMG to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger Consideration or the Merger, any adjustments to the Merger Consideration, or any term, aspect or implication of any agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Our opinion is limited to the fairness to SEMG, from a financial point of view, of the Merger Consideration to be received by holders of SEMG Common Stock (other than SEMG and its affiliates) pursuant to the Merger, and we have not been asked to address, and this opinion does not address, the fairness, financial or otherwise, to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of SEMG. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable or to be received by any officers, directors or employees of any parties to the Merger or any class of such persons, in connection with the Merger or otherwise, including ET or the holders of any class of securities, creditors or other constituencies of ET. Our opinion has been authorized by the Fairness Committee of Xxxxxxxxx LLC. We have been engaged by XXXX to act as financial advisor to the Board in connection with the Merger and will receive a fee for our services, a portion of which was paid in connection with our engagement and a portion of which is payable upon delivery of this opinion. We also will be reimbursed for certain expenses incurred. In addition, XXXX has agreed to indemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under such engagement. As you are aware, we have, in the past, provided financial advisory services to SEMG and may continue to do so and have received, and may receive, fees for the rendering of such services. In the ordinary course of our business, we and our affiliates may trade or hold securities of SEMG or ET and/or their respective affiliates for our own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions in those securities. In addition, we may seek to, in the future, provide financial advisory and financing services to ET or entities that are affiliated with ET, for which we would expect to receive compensation. Except as otherwise expressly provided in our engagement letter with the Board, our opinion may not be removed used or referred to by SEMG, or quoted or disclosed to any person in any manner, without our prior written consent. Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Merger Consideration to be received by the Corporation by notice holders of such removal delivered SEMG Common Stock (other than SEMG and its affiliates) pursuant to the DepositoryMerger Agreement is fair, such removal to take effect upon the appointment from a financial point of a successor Depository hereunder view. Very truly yours, /s/ XXXXXXXXX LLC XXXXXXXXX LLC Table of Contents Annex D SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE § 262 Appraisal rights [For application of this section, see 79 Del. Laws, c. 72, § 22; 79 Del. Laws, c. 122, § 12; 80 Del. Laws, c. 265, § 18; 81 Del. Xxxx, c. 354, § 17; and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed82 Del. Laws, the Corporation shallc. 45, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.§ 23]

TABLE OF CONTENTS. The Depository may at Interests on the Company’s or any time be removed of its Subsidiaries’ ability to meet their respective obligations, including under any Financing Document, or to satisfy and make their planned capital and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Corporation by notice Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such removal delivered date pursuant to the Depository, such removal to take effect upon preceding sentence (the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed“Maximum Amount”), the Corporation shall, within 60 days after the delivery Company shall purchase on such date only that number of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and Interests up to the Corporation an instrument in writing accepting its appointment hereunder, Maximum Amount (if any) (and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunderor permitted to purchase more than the Maximum Amount) in such amounts and in such priorities as the Board shall in good faith determine. Such successor Depository may authenticate Notwithstanding anything to the Receipts contrary contained in this Agreement, if the name Company is unable to make any payment when due to any Management Member under this Agreement by reason of this Section 12.4(c), the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 12.4(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 5% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the Interests being purchased or (ii) pay the purchase price for such Interests with a subordinated note which shall accrue simple interest at a rate per annum of 5%, which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the predecessor Depository Company or any of its own name Subsidiaries which is outstanding (or reasonably expected to become outstanding) as successor Depositoryof the date such subordinated note is issued.

TABLE OF CONTENTS. The Depository In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Event. This Rights Certificate is subject to all of the terms and conditions of the Rights Agreement, which terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are available from the Rights Agent upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 per Right, at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Company Common Stock or Units of Preferred Stock. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock or depositary receipts representing such fractions), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at any time be removed by issuable on the Corporation by exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a Table of Contents stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment meetings or other actions affecting stockholders (except as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States Rights Agreement), or to receive dividends of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest exercised as provided in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryRights Agreement.

TABLE OF CONTENTS. The Depository may To be entitled to vote at any time be removed by the Corporation by notice meeting of such removal delivered to the Depository, such removal to take effect upon the appointment holders of Securities of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedSeries, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which person shall be a bank or trust company having its principal office holder of Outstanding Securities of such Series or, in the United States case of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery registered Securities of such noticeSeries, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation person duly appointed by an instrument in writing accepting its as proxy for such a holder. At any meeting of holders held to discuss a Non-Reserved Matter (as defined in subsection (b) of this Section), the persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum. At the reconvening of any such meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At any meeting of holders held to discuss a Reserved Matter (as defined in subsection (c) of this Section), the persons entitled to vote 75% in aggregate principal amount of the Outstanding Securities of a Series shall constitute a quorum. The Fiscal Agent may make such reasonable and customary regulations as it shall deem advisable for any meeting of holders of Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment hereunderof proxies in respect of holders of registered Securities of such Series, and thereupon the record date for determining the registered owners of registered Securities of such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes Series who are entitled to vote at such meeting (which date shall be set forth in the Depository under this Agreementnotice calling such meeting hereinabove referred to and which shall be not less than 30 nor more than 90 days prior to such meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such predecessor, upon payment of all sums due it and on other matters concerning the written request conduct of the Corporation, meeting as it shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorydeem appropriate.

TABLE OF CONTENTS. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of, among other conditions the Minimum Condition (as defined below in Section 15 — “Conditions of the Offer”). The Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 — “Conditions of the Offer.” There is no financing condition to the Offer and the Merger. The Board of Directors of Blue Apron (the “Blue Apron Board”) unanimously (i) determined and declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page i of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares in the Offer. NEITHER THE OFFER NOR THE MERGER HAS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR THE MERGER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE RELATED LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE. The Information Agent for the Offer is: 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Banks and Brokerage Firms Please Call: 0 (000) 000-0000 Shareholders and All Others Call Toll-Free: 0 (000) 000-0000 Via Email: xxxx@xxxxxxxxxxxxx.xxx TABLE OF CONTENTS IMPORTANT If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must: • If you hold your Shares directly as the holder of record, surrender the certificates evidencing such Shares (the “Share Certificates”) or confirm a book-entry transfer of such Shares into the Depositary’s account at The Depository may at Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” and complete and sign the Letter of Transmittal (or, in the case of a book-entry transfer, deliver an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) that accompanies this Offer to Purchase in accordance with the instructions set forth therein and mail or deliver the Letter of Transmittal with any time required signature guarantees and all other required documents to the Depositary (as defined below in the “Summary Term Sheet”). These materials must be removed by the Corporation by notice of such removal delivered to the DepositoryDepositary prior to the Expiration Time (as defined below). ​ • If you hold your Shares through a broker, such removal dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to take effect upon tender your Shares through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) prior to the appointment Expiration Time. ​ Questions or requests for assistance may be directed to Okapi Partners LLC, the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at xxx.xxx.xxx. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a successor Depository hereunder decision with respect to the Offer. TABLE OF CONTENTS​ TABLE OF CONTENTS ​ SUMMARY TERM SHEET ​ ​ ​ ​ ii ​ ​ ​ INTRODUCTION ​ ​ ​ ​ 1 ​ ​ ​ THE TENDER OFFER ​ ​ ​ ​ 3 ​ ​ ​ 1. Terms of the Offer ​ ​ ​ ​ ​ 3 ​ ​ ​ 2. Acceptance for Payment and its acceptance Payment for Shares ​ ​ ​ ​ ​ 5 ​ ​ ​ 3. Procedures for Accepting the Offer and Tendering Shares ​ ​ ​ ​ ​ 6 ​ ​ ​ 4. Withdrawal Rights ​ ​ ​ ​ ​ 8 ​ ​ ​ 5. Material U.S. Federal Income Tax Consequences ​ ​ ​ ​ ​ 9 ​ ​ ​ 6. Price Range of Shares; Dividends on the Shares ​ ​ ​ ​ ​ 11 ​ ​ ​ 7. Certain Information Concerning Blue Apron ​ ​ ​ ​ ​ 12 ​ ​ ​ 8. Certain Information Concerning Wonder and Purchaser ​ ​ ​ ​ ​ 12 ​ ​ ​ 9. Source and Amount of Funds ​ ​ ​ ​ ​ 14 ​ ​ ​ 10. Background of the Offer; Past Contacts or Negotiations with Blue Apron ​ ​ ​ ​ ​ 14 ​ ​ ​ 11. The Merger Agreement; Other Agreements ​ ​ ​ ​ ​ 17 ​ ​ ​ 12. Purpose of the Offer; Plans for Blue Apron ​ ​ ​ ​ ​ 35 ​ ​ ​ 13. Certain Effects of the Offer ​ ​ ​ ​ ​ 36 ​ ​ ​ 14. Dividends and Distributions ​ ​ ​ ​ ​ 37 ​ ​ ​ 15. Conditions of the Offer ​ ​ ​ ​ ​ 37 ​ ​ ​ 16. Certain Legal Matters; Regulatory Approvals ​ ​ ​ ​ ​ 39 ​ ​ ​ 17. Appraisal Rights ​ ​ ​ ​ ​ 40 ​ ​ ​ 18. Fees and Expenses ​ ​ ​ ​ ​ 41 ​ ​ ​ 19. Miscellaneous ​ ​ ​ ​ ​ 42 ​ ​ ​ SCHEDULE I ​ ​ ​ ​ ​ ​ ​ ​ Directors and Executive Officers of Purchaser and Wonder ​ ​ Sch I-1 ​ TABLE OF CONTENTS​ SUMMARY TERM SHEET The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer. You are urged to read carefully this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer in their entirety. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Blue Apron contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided by Blue Apron to Wonder and Purchaser or has been taken from, or is based upon, publicly available documents or records of Blue Apron on file with the SEC or other public sources at the time of the Offer. Wonder and Purchaser have not independently verified the accuracy and completeness of such appointment as hereinafter providedinformation. In case at any time ​ Securities Sought ​ ​ Subject to certain conditions, including the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery satisfaction of the notice Minimum Condition (as described in Section 15 — “Conditions of resignation or removalthe Offer”), as all of the case may beissued and outstanding shares of Class A common stock, appoint a successor Depositorypar value $0.0001 per share, of Blue Apron, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with constitute all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute issued and deliver an instrument transferring to such successor all rights and powers outstanding shares of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list capital stock of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoBlue Apron. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.​

TABLE OF CONTENTS. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. HCM ACQUISITION COMPANY By: Name: Title: Countersigned: Dated: , 20 Table of Contents [Form of Warrant Certificate] [Reverse] The Depository Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to a Warrant Agreement dated as of [_________ ___, 2007] (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Warrant Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or on a cashless basis, if applicable, pursuant to the terms of the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be removed less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise Period nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant. The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company shall round up to the nearest whole number the number of Warrant Shares to be issued as provided in the Warrant Agreement. Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Corporation registered holder thereof in person or by notice legal representative or attorney Table of such removal delivered Contents duly authorized in writing, may be exchanged, in the manner and subject to the Depositorylimitations provided in the Warrant Agreement, such removal to take effect upon but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the appointment aggregate a like number of a successor Depository hereunder and its acceptance Warrants. Upon due presentation for registration of such appointment as hereinafter provided. In case transfer of this Warrant Certificate at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery office of the notice Warrant Agent a new Warrant Certificate or Warrant Certificates of resignation like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or removal, other governmental charge imposed in connection therewith. The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the case may beabsolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment purpose of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and any exercise hereof, of any distribution to the Corporation an instrument in writing accepting its appointment hereunderholder(s) hereof, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the Depository under contrary. Neither the Warrants nor this Agreement, and such predecessor, upon payment Warrant Certificate entitles any holder hereof to any rights of all sums due it and on the written request a stockholder of the Corporation, shall promptly execute and deliver an instrument transferring Company. Table of Contents Election to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all Purchase (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, title represented by this Warrant Certificate, to receive ___shares of Common Stock and interest herewith tenders payment for such shares to the order of HCM Acquisition Company in the Stock and any moneys held hereunder to amount of $___in accordance with the terms hereof. The undersigned requests that a certificate for such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may shares be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts registered in the name of ___, whose address is ___and that such shares be delivered to ___whose address is ___ ___. If said number of shares is less than all of the predecessor Depository or its own shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name as successor Depositoryof ___, whose address is ___, and that such Warrant Certificate be delivered to ___, whose address is ___. Signature: Date: , 20 Signature Guaranteed: Table of Contents EXHIBIT B LEGEND FOR PRIVATE WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES].1 SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. No. ___ ___Warrants 1 Only applies to Founder’s Warrants.

TABLE OF CONTENTS. The Depository Until what time may I withdraw previously tendered Shares? You may withdraw your previously tendered Shares at any time until the Expiration Date. Pursuant to Section 14(d)(5) of the Exchange Act, Shares may be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case withdrawn at any time after December 14, 2014, which is the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days 60th day after the delivery date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. See Section 4 — “Withdrawal Rights.” How do I withdraw previously tendered Shares? To withdraw previously tendered Shares, you must deliver a written notice of resignation withdrawal, or removala facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” If the Offer is completed, will Move continue as a public company? No. Immediately following consummation of the case may beOffer and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, appoint a successor Depositorywe expect to complete the Merger pursuant to applicable provisions of Delaware law, after which shall the Surviving Corporation will be a bank or trust company having its principal office wholly owned subsidiary of Parent and the Shares will no longer be publicly traded. See Section 13 — “Certain Effects of the Offer.” If I decide not to tender, how will the Offer affect my Shares? If you decide not to tender your Shares in the United States Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of America and having a combined capital and surplus of at least $50,000,000cash per Share as if you had tendered your Shares in the Offer. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticewe purchase Shares in the Offer, we are obligated under the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and Merger Agreement, but subject to the Corporation an instrument satisfaction or waiver (if permitted by applicable law) of the conditions therein, to cause the proposed Merger to occur. Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Board of Governors of the Federal Reserve System, in writing accepting its appointment hereunderwhich case your Shares may no longer be used as collateral for loans made by brokers. See Section 13 — “Certain Effects of the Offer.” Will the Offer be followed by the Merger if all of the Shares are not tendered in the Offer? If we complete the Offer, and thereupon such successor Depositoryaccordingly acquire that number of Shares that, without any further act or deedwhen added to the Shares then owned by Parent and its subsidiaries, shall become fully vested equals one Share more than one half of all Shares then outstanding (not including Shares tendered in the Offer pursuant to guaranteed delivery procedures and Shares issuable in connection with all the rightsoutstanding convertible notes), powersthen, duties and obligations in accordance with the terms of its predecessor and for all purposes shall be the Depository under this Merger Agreement, and such predecessor, upon payment of all sums due it and on but subject to the written request satisfaction or waiver (if permitted by applicable law) of the Corporationconditions therein, shall promptly execute and deliver an instrument transferring we will complete the Merger without a vote of the stockholders of Move pursuant to such successor all rights and powers Section 251(h) of such predecessor hereunderthe DGCL. Pursuant to the Merger Agreement, shall duly assignif the Minimum Condition is not satisfied, transfer and deliver all right, title and interest we are not required (nor are we permitted) to accept the Shares for purchase in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of Offer nor will we consummate the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryMerger.

TABLE OF CONTENTS. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of Rights, which limitations include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at a redemption price (in cash or shares of the Company’s common stock or other securities of the Company deemed by the Company’s Board of Directors to be at least equivalent in value) of $0.001 per Right (subject to adjustment, as provided in the Rights Agreement) or (b) may be exchanged in whole or in part for shares of the Company’s common stock or other consideration as determined by the Company. The Depository Company may, but shall not be required to, issue fractions of Preferred Shares or distribute certificates that evidence fractions of Preferred Shares upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided in the Rights Agreement for fractions of a share other than one one-thousandth (1/1000) of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company that may at any time be removed by issuable on the Corporation by exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment meetings or other actions affecting shareholders (except as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Rights Agreement), or to receive dividends or subscriptions rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest exercised as provided in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoRights Agreement. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof This Rights Certificate shall not be required hereunder. Such successor Depository may authenticate valid or obligatory for any purpose until it shall have been countersigned by the Receipts in the name of the predecessor Depository or its own name as successor DepositoryRights Agent.

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered to the DepositoryCaledonian Bank & Trust Limited, such removal to take effect upon the appointment of a successor Depository hereunder Caledonian House, P.O. Box 1043, Xx Xxx'x Drive, Xxxxxx Town, Grand Cayman, Cayman Islands); and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days (iv) from and after the delivery of the notice Aircraft and payment in full therefor pursuant to Article 4 of resignation the Purchase Agreement as invoiced on the Delivery Date the Manufacturer will not assert any lien or removalclaim against the Aircraft or any part thereof arising with respect to or in connection with any work or other services performed before the delivery and acceptance of the Aircraft. The Manufacturer hereby represents and warrants that (A) the Manufacturer is a corporation duly organized and existing in good standing under the laws of Brazil, (B) the making and performance of the Purchase Agreement have been duly authorized by all necessary corporate action on the part of the Manufacturer, do not require any stockholder approval, do not contravene the Manufacturer’s By-Laws or any indenture, credit agreement or other contractual agreement to which the Manufacturer is a party or by which it is bound, and the making of the Purchase Agreement does not contravene any law binding on the Manufacturer, (C) the making and performance of this Consent and Agreement have been duly authorized by all necessary corporate action on the part of the Manufacturer, do not require any stockholder approval and do not contravene any law binding on the Manufacturer or contravene the Manufacturer’s By-laws or any indenture, credit agreement or other contractual agreement to which the Manufacturer is a party or by which it is bound and (D) the Purchase Agreement constituted as of the case may bedate thereof and at all times thereafter to and including the date of this Consent and Agreement constitutes a binding obligation of the Manufacturer enforceable against the Manufacturer in accordance with its terms subject to: (i) the limitations of applicable bankruptcy, appoint insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a successor Depositoryproceeding in equity or at law), which shall principles do not make the remedies available at law or in equity with respect to the Purchase Agreement inadequate for the practical realization of the benefits intended to be provided thereby and this Consent and Agreement is a bank binding obligation of the Manufacturer enforceable against the Manufacturer in accordance with its terms subject to: (a) the limitations of applicable bankruptcy, insolvency, reorganization, moratorium or trust company having its principal office similar laws affecting the rights of creditors generally; and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), which principles do not make the United States remedies available at law or in equity which respect to this Consent and Agreement inadequate for the practical realization of America the benefits intended to be provided thereby. It is understood that the execution by the Manufacturer of this Consent and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after Agreement is subject to the condition that concurrently with the delivery of such notice, the resigning or removed Depository may petition any court Aircraft the Aircraft will be leased to Lessee under the Lease Agreement. [The remainder of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorypage has been left blank intentionally.]

TABLE OF CONTENTS. The Depository may at any time be removed by Unless one of the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedboxes is checked, the Corporation shall, within 60 days after the delivery Trustee shall refuse to register any of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under Notes evidenced by this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts certificate in the name of any person other than the predecessor Depository registered Holder thereof; provided that if box (3), (4) or (5) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and other information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.15 of the Indenture shall have been satisfied. Dated: Signed: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own name account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as successor Depository.the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer Table of Contents [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

TABLE OF CONTENTS. The Depository (f) In connection with any Existing Notes Offer and any Existing Notes Redemption, Parent may at any time select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be removed reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected and shall use commercially reasonable efforts to timely furnish the dealer manager(s), information agent(s), depositaries and other agents with such executed officers’ certificates, legal opinions and other documentation reasonably requested by the Corporation by notice Parent, dealer manager(s), information agent(s), depositaries and other agents in connection with an Existing Notes Offer; provided that neither the Company nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositoryparty, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be a bank party or trust company having have any obligations under, in each case, that are effective prior to the Closing. Parent shall reimburse the Company and its principal office Subsidiaries for all of their reasonable and documented costs and expenses incurred in connection with any Existing Notes Offers or any Existing Notes Redemptions promptly following the United States incurrence thereof. Parent shall indemnify, defend and hold harmless the Company, its Subsidiaries and each of America their respective Affiliates from and having a combined capital against any and surplus of at least $50,000,000. If no successor Depository shall have been so appointed all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and have accepted appointment within 60 days after delivery of penalties suffered or incurred by any such noticePerson, or to which any such Person may become subject, that arise out of, or is in any way in connection with, the resigning Existing Notes Offers, Existing Notes Redemptions, or removed Depository may petition any court actions taken or not taken by the Company, or taken at the request of competent jurisdiction for Parent, pursuant to this Section 6.15 or the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and transactions contemplated hereby, except to the Corporation an instrument in writing accepting its appointment hereunderextent such losses result from the gross negligence, willful misconduct, bad faith and/or breach of this Agreement by the foregoing indemnified persons. The foregoing reimbursement and thereupon such successor Depository, without indemnification shall survive any further act or deed, shall become fully vested with all the rights, powers, duties and obligations termination of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice A successor Trustee shall deliver a written acceptance of such removal delivered its appointment to the Depositoryretiring Trustee and to the Company and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, trusts, duties and obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such Trustee so ceasing to act hereunder subject nevertheless to its Lien, if any, provided for in Section 7.07. Upon request of the Company or the successor Trustee, such retiring Trustee shall at the expense of the Company and upon payment of the charges of the Trustee then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee or the Holders of a majority in aggregate principal amount of the outstanding Notes, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07, the resignation or removal to of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. If a successor Trustee does not take effect upon office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000Trustee. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery the Trustee fails to comply with Section 7.10, any Holder who satisfies the requirements of such notice, the resigning or removed Depository TIA Section 310(b)(iii) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor DepositoryTrustee. Every successor Depository The Company shall execute give notice of any resignation and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request removal of the Corporation, Trustee and each appointment of a successor Trustee to all Holders in writing. Each notice shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in include the name of the predecessor Depository successor Trustee and the address of its Corporate Trust Office. Notwithstanding any resignation or its own name as successor Depositoryreplacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery (b) Section 2.16(b) of the notice of resignation or removalCompany Disclosure Letter sets forth a true, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America correct and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a complete list of the Record Holders common address and current use of all outstanding Receipts real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant, or pursuant to other occupancy arrangements) by the Company and such recordsits Subsidiaries (collectively, books the “Company Leased Real Property”) pursuant to leases, subleases, licenses and other information occupancy agreements, including all amendments, modifications and supplements with respect to any of the foregoing (the “Company Leases”) under which the Company or any of its Subsidiaries is a tenant, subtenant or occupant, and for each Company Lease indicates whether or not the consent of the landlord will be required in connection with the transactions contemplated by this Agreement. The Company or one of its Subsidiaries (either directly or indirectly) holds a valid and existing leasehold or subleasehold interest, as applicable, in the Company Leased Real Property under each of the Company Leases. The Selling Parties have delivered or made available to the Purchasing Parties true, correct and complete copies of each of the Company Leases. With respect to each Company Lease: (i) such Company Lease is, and, assuming the receipt of the consents set forth in Section 2.16(b) of the Company Disclosure Letter and the provision of any notices required under the Company Leases, upon the consummation of the transactions contemplated by this Agreement will be, (A) in full force and effect, (B) the legal, valid, and binding obligation of the Company or the applicable Subsidiary, and (C) current with respect to rent and other sums and charges payable by the Company or such Subsidiary pursuant to the Company Lease, (ii) none of the Company or any of its Subsidiaries is in material default, taking into account any notice and cure period, under such Company Lease, to the Knowledge of the Selling Parties, no other party to a Company Lease is in material default, taking into account any notice and cure period, under such Company Lease and, to the Knowledge of the Selling Parties, no event has occurred that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any of its Subsidiaries or permit termination under such Company Lease by any party thereto, (iii) the terms of such Company Lease have not been modified in any respect, except to the extent that such modifications are set forth in the documents previously delivered or made available to the Purchasing Parties or disclosed to the Purchasing Parties in Section 2.16(b) of the Company Disclosure Letter, and none of the Selling Parties, the Company or its Subsidiaries is currently in negotiations with any landlord to cancel or terminate any Company Lease prior to the end of the stated term of such Company Lease, (iv) none of the Selling Parties, the Company or any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or granted any security interest in its possession relating thereto. Any entity into or with which leasehold interest in such Company Lease, and, other than the Depository may be mergedCompany Leases, consolidated or converted shall be the successor none of the Depository without Company Leased Real Property is subject to any lease, sublease, license or other agreement which grants, from the execution Company or filing one of its Subsidiaries, to any document other person, any right to the use, occupancy or enjoyment of such Company Leased Real Property or any further actpart thereof and (v) each guaranty by the Company or any of its Subsidiaries, if any, with respect to a Company Lease is in full force and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryeffect.

TABLE OF CONTENTS. The Depository may at any within the time be removed by prescribed for the Corporation by notice giving of such removal delivered notice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Depository, such removal to take effect upon Holders thereof shall be sufficiently given (unless otherwise herein or in the appointment of a successor Depository hereunder and its acceptance terms of such appointment Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as hereinafter providedmay be specified as contemplated by Section 3.1. In any case at where notice to Holders is given by mail, neither the failure to mail such notice, nor any time defect in any notice so mailed, to any particular Holder shall affect the Depository acting hereunder sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. In any case where notice is given to Holders by publication, neither the failure to publish such notice, nor any defect in any notice so published, shall resign affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be removedconclusively deemed to have been received by such Holder, the Corporation shall, within 60 days after the delivery whether or not such Holder actually receives such notice. If by reason of the notice suspension of resignation regular mail service or removal, as the case may be, appoint a successor Depository, which by reason of any other cause it shall be impracticable to give such notice as provided above, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute a bank or trust company having its principal office sufficient notification for every purpose hereunder. If it is impossible or, in the United States opinion of America and having the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the resigning or removed Depository English language, except that any published notice may petition be in an official language of the country of publication. Where this Indenture provides for notice in any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument manner, such notice may be waived in writing accepting its appointment hereunderby the Person entitled to receive such notice, and thereupon such successor Depository, without any further act either before or deed, shall become fully vested with all after the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreementevent, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, waiver shall promptly execute and deliver an instrument transferring to such successor all rights and powers be equivalent of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list notice. Waivers of the Record notice by Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be filed with the successor of the Depository without the execution or Trustee, but such filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate a condition precedent to the Receipts validity of any action taken in the name of the predecessor Depository or its own name as successor Depositoryreliance upon such waiver.

TABLE OF CONTENTS. The Depository may at any time be removed by (m) Effective as of the Corporation by notice Closing, each Transferred Employee who is a participant as of such removal delivered employee’s Transfer Date in one or more Seller Benefit Plans that is a U.S. tax-qualified defined benefit pension plan (as applicable, a “Seller Pension Plan”) shall cease accruing benefits under such Seller Pension Plan and, except as required by applicable Law or as set forth in this Section 5.08(m), service with any employer following such employee’s Transfer Date shall not be taken into account for any purpose under such Seller Pension Plan. Notwithstanding the foregoing, in the case of any Transferred Employee who is a participant in a Seller Pension Plan as of such employee’s Transfer Date but who has not satisfied the vesting criteria or the eligibility criteria to receive an unreduced retirement benefit or an early retirement subsidy under such plan as of such employee’s Transfer Date (each such Transferred Employee, a “Pension Service Employee”), such Pension Service Employee shall be given credit for service with the Purchaser and its affiliates following the Closing solely for purposes of vesting of benefits and eligibility for unreduced retirement benefits and early retirement subsidies under such Seller Pension Plan. The Seller shall undertake to identify each Pension Credit Employee prior to the DepositoryClosing and, such removal to take effect upon promptly following the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedClosing, the Corporation shall, within 60 days after Seller shall provide the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested Purchaser with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of each Transferred Employee who the Record Holders Seller has identified as a Pension Service Employee. Within 10 Business Days following the termination of all outstanding Receipts employment of any Pension Service Employee listed on the schedule for any reason, the Purchaser shall provide the Seller with a notice which specifies the date on which such Pension Service Employee’s employment terminated and the circumstances of such recordstermination (i.e., books and other information whether such termination was due to the employee’s voluntary resignation, death or disability or was a termination by the Purchaser or its affiliates with or without cause). For the avoidance of doubt, in no event will the Purchaser or any of its possession relating thereto. Any entity into affiliates be deemed to sponsor or contribute to or have liability under or with which respect to any Seller Pension Plan as a result of the Depository may be mergedrecognition of the service of any Pension Seller Employee with the Purchaser or its affiliates, consolidated in accordance with this Section 5.08(m). Notwithstanding any other provision in this Agreement to the contrary, following the Closing, the Seller or converted its affiliates shall retain, or shall cause the Seller Pension Plans to retain, all assets and liabilities that relate to benefits accrued by Transferred Employees prior to the Closing pursuant to the Seller Pension Plans and shall make payments to Transferred Employees with vested rights thereunder in accordance with the terms of the applicable Seller Pension Plan as in effect from time to time; provided, however, that except as required by law or the terms of the applicable Seller Pension Plan, as in effect from time to time, no Transferred Employee shall be permitted to commence receiving benefits pursuant to any Seller Pension Plan until such Transferred Employee’s employment with the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryPurchaser has terminated.

TABLE OF CONTENTS. The Depository Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be removed by issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, any of the rights of a shareholder of the Corporation by or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment meetings or other actions affecting shareholders of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, (except as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Rights Agreement), or to receive dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been so appointed and exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have accepted appointment within 60 days after delivery been countersigned by the Rights Agent. WITNESS the facsimile signature of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request proper officers of the Corporation, shall promptly execute and deliver an instrument transferring . Date: ____________________ OLYMPUS PACIFIC MINERALS INC. By: ______________________________________________ By: ____________________________________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: ____________________________________________________ Table of Contents (To be attached to such successor all rights and powers each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: OLYMPUS PACIFIC MINERALS INC. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such predecessor hereunderRights and requests that certificates for such Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights evidenced by this Rights Certificate, shall duly assign, transfer and deliver all right, title and interest in a new Rights Certificate for the Stock and any moneys held hereunder to balance of such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted Rights shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts registered in the name of the predecessor Depository and delivered to: (Name) (Address) (City and Province or its own State) (Social Insurance Number or other taxpayer identification number) Dated: _______________________________________ Signature: _______________________________________ Signature Guaranteed: (Signature must correspond to name as successor Depository.written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Canadian chartered bank, a major Canadian trust company, a member firm of a recognized stock exchange in Canada, a member of a registered national securities exchange in the United States, or a member of the Securities Transfer Association Medallion (STAMP) Program. Table of Contents CERTIFICATE (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by 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 concert with any of the foregoing (all capitalized terms are used as defined in the Rights Agreement). Signature:

TABLE OF CONTENTS. The Depository may at any time For a withdrawal of Shares to be removed by effective, the Corporation by Depositary must timely receive a written or facsimile transmission notice of such removal delivered withdrawal at one of its addresses set forth on the back cover of this Offer to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedPurchase. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the Any notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in withdrawal must specify the name of the predecessor Depository person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a subsequent offering period, and no withdrawal rights apply during any subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 – “Terms of the Offer.” Purchaser will determine, in its own name sole discretion, all questions as successor Depositoryto the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent, Oracle or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

TABLE OF CONTENTS. The Depository may at any time WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 . ATTEST: SALIX PHARMACEUTICALS, LTD. By: By: Name: Name: Title: Title: COUNTERSIGNED: COMPUTERSHARE INVESTOR SERVICES, LLC, as Rights Agent By: Name: Title: Table of Contents Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be removed executed by the Corporation by notice registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of such removal delivered to the Depositorytransferee) this Right Certificate, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested together with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature Table of Contents SIGNATURE GUARANTEED: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Stock and any moneys held hereunder to such successorRights Agreement), and shall deliver (2) after due inquiry and to such successor a list the best of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor knowledge of the Depository without undersigned, the execution undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or filing was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature Table of any document Contents FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Computershare Investor Services, LLC: 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 any further act, other identifying number: (Please print name and notice thereof address) If such number of Rights shall not be required hereunder. Such successor Depository may authenticate all the Receipts Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of the predecessor Depository and delivered to: Please insert social security or its own other identifying number: (Please print name as successor Depository.and address) Dated: Signature Table of Contents

TABLE OF CONTENTS. The Depository may at any time be removed by the Corporation by notice of such removal delivered Enforceability Exceptions. There are no conditions precedent or other contingencies related to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery funding of the notice full amount (or any portion) of resignation or removalthe Committed Debt Financing, other than as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office expressly set forth in the United States of America Debt Commitment Letter. Parent has paid in full any and having a combined capital all commitment fees or other fees and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, amounts in connection with the resigning Debt Commitment Letter that are payable on or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and prior to the Corporation an instrument in writing accepting its appointment hereunder, date of this Agreement and thereupon such successor Depository, without any further act or deed, shall become fully vested with has satisfied all of the rights, powers, duties other terms and obligations conditions required to be satisfied by Parent as of its predecessor and for all purposes shall be the Depository under date of this Agreement. As of the date of this Agreement, and such predecessorexcept as set forth in the Debt Commitment Letter or any Fee Letter, upon payment there are no side letters or other agreements, contracts, understandings or arrangements of all sums due it and on any kind relating to the written request Debt Commitment Letter or the Committed Debt Financing contemplated therein that would reasonably be expected to affect the availability of the CorporationCommitted Debt Financing contemplated by the Debt Commitment Letter. As of the date of this Agreement, shall promptly execute assuming (x) the Company’s compliance with its covenants and deliver an instrument transferring obligations contained in this Agreement, such that the conditions set forth in Section 6 would be satisfied, and (y) the accuracy of the representations and warranties made by the Company in this Agreement, such that the condition set forth in Section 6.1 would be satisfied, (A) no event has occurred which (with or without notice, lapse of time or both) would, or would reasonably be expected to, constitute a default or breach or failure to such successor all rights satisfy a condition by Parent or, to the knowledge of Parent, any other party thereto, under the terms and powers conditions of such predecessor the Debt Commitment Letter and (B) Parent does not have any reason to believe that any of the conditions to the Committed Debt Financing set forth in the Debt Commitment Letter will not be satisfied by Parent on or prior to the Closing Date. Without limiting the obligations of the Company hereunder, shall duly assignincluding Section 5.15, transfer Parent and deliver all right, title and interest in the Stock and any moneys held Merger Sub acknowledge that their obligations hereunder to such successor, consummate the Merger and shall deliver the other Contemplated Transactions are not subject to such successor a list condition regarding Parent’s or Merger Sub’s obtaining of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryfunds therefor.

TABLE OF CONTENTS. The Depository may (b) Promptly after the Effective Time (but in no event later than five (5) business days thereafter), the Surviving Corporation shall cause to be mailed to each Person who was, at any time the Effective Time, a holder of record of the Shares entitled to receive the Merger Consideration pursuant to Section 2.5 a form of letter of transmittal (which shall be removed by the Corporation by notice in reasonable and customary form and shall specify that delivery shall be effected, and risk of such removal delivered loss and title to the Depositorycertificates evidencing such shares (the “Certificates”) shall pass, such removal to take effect only upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the proper delivery of the notice Certificates (or effective affidavits of resignation loss in lieu thereof) to the Paying Agent) and instructions for use in effecting the surrender of the Certificates or removalBook-Entry Shares pursuant to such letter of transmittal. Upon surrender to the Paying Agent of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the case may beholder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificates or Book-Entry Shares, appoint and such Certificates and Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificates or Book-Entry Shares for the benefit of the holder thereof. If the payment of any Merger Consideration is to be made to a successor DepositoryPerson other than the Person in whose name the surrendered Certificates formerly evidencing the shares of Company Common Stock is registered on the stock transfer books of the Company, which it shall be a bank condition of payment that the Certificate so surrendered shall be endorsed properly or trust company having its principal office otherwise be in proper form for transfer and that the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Person requesting such payment shall have been so appointed paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and established to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request satisfaction of the Corporation, shall promptly execute and deliver an instrument transferring to Surviving Corporation that such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list Taxes either have been paid or are not applicable. Payment of the Record Holders of all outstanding Receipts and applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryBook-Entry Shares are registered.

TABLE OF CONTENTS. The Depository Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any of their affiliates. The Certificates are limited in right or payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time be removed by the Corporation Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by notice the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such removal delivered consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, the City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Depository, Trustee and the Registrar duly executed by the Certificateholder hereof or such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office Certificateholder's attorney duly authorized in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderwriting, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such successor Depository, without any further act distribution and only upon presentation and surrender of this Certificate at the office or deed, shall become fully vested with all agency of the rights, powers, duties and obligations Trustee specified in such notice. Under certain circumstances set forth in Section 11.01 of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all Trustee's right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the ‘‘Transfer’’), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Stock Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a certificateholder thereunder. From and after the Transfer, unless and to the extent the context otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment by the Holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Trustee, the Registrar, and any moneys held hereunder to such successoragent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall deliver be affected by any notice to such successor a list the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Record Holders Trust Property. UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless the certificate of all outstanding Receipts and such recordsauthentication hereon has been executed by the Trustee, books and other information in its possession relating thereto. Any entity into or with which the Depository may be mergedby manual signature, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof this Certificate shall not be required hereunder. Such successor Depository may authenticate entitled to any benefit under the Receipts in the name of the predecessor Depository Agreement or its own name as successor Depositorybe valid for any purpose.

TABLE OF CONTENTS. The Depository Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time be removed by prior to the Corporation by Expiration Date. No withdrawal rights will apply to Shares tendered during any Subsequent Offering Period under Rule 14d-11 under the Exchange Act and during such Subsequent Offering Period shareholders may not withdraw any Shares previously tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Offer.” Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such removal delivered determination will be final and binding, subject to the Depository, such removal rights of withdrawing shareholders to take effect upon the appointment of challenge Purchaser’s determination in a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment jurisdiction. No withdrawal of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, ABC-MART or any of their respective affiliates or assigns, the Depository Depositary, the Information Agent or any other person will be under this Agreement, and any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such predecessor, upon payment notification. The method for delivery of all sums due it and on any documents related to a withdrawal is at the written request risk of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretowithdrawing shareholder. Any entity into or documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with which the Depository may return receipt requested, properly insured, is recommended. In all cases, sufficient time should be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryallowed to ensure timely delivery.

TABLE OF CONTENTS. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment of Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. During any such extension, all Shares previously validly tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares. The Depository minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. Subject to applicable law, and without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. As of the date of this Offer to Purchase, the Purchaser has no intention to increase the Offer Price. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer have not been satisfied or upon the occurrence of any of the events set forth in Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. After the expiration of the Offer and acceptance of the Shares tendered in, and not validly withdrawn from, the Offer, we may decide pursuant to the Merger Agreement to provide for one or more “subsequent offering periods” in accordance with Rule 14d-11 under the Exchange Act. A subsequent offering period is different from an extension of the Offer. A subsequent offering period, if included, will be an additional period of not less than three business days and up to 20 business days beginning on the next business day following the then scheduled Expiration Date. Shares tendered during a subsequent offering period may not be withdrawn. If we elect to provide for a subsequent offering period, we will immediately accept and promptly pay for all Shares that were validly tendered during the initial offering period. We will immediately accept and promptly pay for any Shares tendered during the subsequent offering period. Other than as may be required by the terms of the Merger Agreement, we do not currently intend to provide a subsequent offering period for the Offer, although we reserve the right to do so. If we elect to provide or extend any subsequent offering period, a public announcement will be made promptly after the day on which the Offer was scheduled to expire in accordance with Rule 14d-11(d) under the Exchange Act. Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of Shares pursuant to the Offer, we have the option, subject to certain limitations, to purchase from AST a number of newly issued Shares sufficient to cause us to own one share more than 90% of the Shares outstanding immediately after the exercise of such option at a price per Share equal to the Offer Price. We may Table of Contents exercise this right at any time be removed by after the Corporation by notice of such removal delivered Shares are accepted for purchase in the Offer and prior to the Depository, such removal earlier to take effect upon occur of (i) the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any effective time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice Merger and (ii) the termination of resignation or removal, the Merger Agreement. We refer to this option as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America “Top-Up Option.” AST has provided us with AST’s shareholder list and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction security position listings for the appointment purpose of a successor Depositorydisseminating the Offer to holders of Shares. Every successor Depository shall execute This Offer to Purchase and deliver the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed to its predecessor record holders of Shares whose names appear on AST’s shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the Corporation an instrument in writing accepting its appointment hereundernames of whose nominees, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and appear on the written request of the Corporationshareholder list or, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderif applicable, shall duly assign, transfer and deliver all right, title and interest who are listed as participants in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositoryclearing agency’s security position listing.

TABLE OF CONTENTS. a broker or other nominee and your broker or other nominee tenders your Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See the “Introduction,” Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.” What does the Move Board think of the Offer? The Depository may at Move Board, among other things, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Move and its stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby and declared the Merger Agreement and the transactions contemplated thereby advisable, in each case in accordance with the requirements of the DGCL, and (iii) resolved to recommend that the stockholders of Move accept the Offer and tender all of their Shares pursuant to the Offer. See the “Introduction” and Section 10 — “Background of the Offer; Past Contacts or Negotiations with Move.” We expect that a more complete description of the reasons for the Move Board’s approval of the Offer and the Merger will be set forth in a Solicitation/Recommendation Statement on Schedule 14D-9 to be prepared by Move and filed with the SEC and mailed to all Move stockholders. Is there an agreement governing the Offer? Yes. Parent, Purchaser and Move have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the subsequent merger of Purchaser with and into Move. If we consummate the Offer and the conditions to the Merger are satisfied or waived (to the extent permitted by applicable law), we intend to effect the Merger without any time be removed action by the Corporation stockholders of Move pursuant to Section 251(h) of the DGCL. See Section 11 — “The Merger Agreement; Other Agreements” and Section 15 — “ Conditions of the Offer.” Will you have the financial resources to make payment? Yes. Consummation of the Offer is not subject to any financing condition. The total amount of funds required by notice Parent and Purchaser to consummate the Offer and purchase all outstanding Shares in the Offer, to provide funding for the Merger, to provide funding for the payment in respect of outstanding restricted stock awards held by Move’s non-employee directors and to repay certain indebtedness of Move is approximately $985 million, plus related fees and expenses. Parent and Purchaser anticipate funding such removal delivered cash requirements from available cash from Parent’s consolidated balance sheet. See Section 9 — “Source and Amount of Funds.” Is your financial condition relevant to my decision to tender my Shares in the Offer? No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because: • the Offer is being made for all outstanding Shares solely for cash; • the Offer is not subject to any financing condition; • Parent’s available cash on its consolidated balance sheet is sufficient to purchase all Shares tendered pursuant to the DepositoryOffer; and • if we consummate the Offer, such removal we intend to take effect upon acquire all remaining Shares for the appointment of a successor Depository hereunder and its acceptance of such appointment same cash price in the Merger as hereinafter provided. In case at any time was paid in the Depository acting hereunder shall resign or be removedOffer (i.e., the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryOffer Price).

TABLE OF CONTENTS. The Depository may at any time Without limiting the foregoing, Parent and the Company agree that (a) a voluntary notification is necessary and should be removed by the Corporation by notice submitted to CFIUS under 31 C.F.R. § 800 subpart E and all appropriate filings of all notifications and report forms will be made to such removal delivered to the Depository, Governmental Body in accordance with such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 Foreign Direct Investment Laws no later than ten (10) business days after the delivery date of the notice Merger Agreement and (b) a voluntary notification is necessary and should be submitted to the applicable governmental body under the NSIA and all appropriate draft filings of resignation or removal, all notifications and report forms will be made to such governmental body in accordance with such Foreign Direct Investment Laws no later than ten (10) business days after the date of the Merger Agreement so long as the case may be, appoint a successor Depository, which Company uses reasonably best efforts to promptly provide all information that is necessary and reasonably requested by Parent to make such draft filings and all updates to such draft filings shall be resubmitted no later than five (5) business days after the receipt by Parent and the Company of a bank request from the applicable Governmental Body under the NSIA to update such draft filings. Neither Parent nor any of its affiliates will have any obligation to (a) negotiate, commit to or trust company having effect, by consent decree, mitigation agreement, national security agreement, hold separate order or otherwise, the sale, lease, license, divestiture or disposition of any assets, rights, product lines, or businesses of the Company, Parent or any of their respective affiliates or subsidiaries, (b) terminate existing relationships, contractual rights or obligations of the Company, Parent or any of their respective affiliates or subsidiaries, (c) terminate any venture or other arrangement, (d) create any relationship, contractual rights or obligations of the Company, Parent or any of their respective affiliates or subsidiaries, (e) effectuate any other change or restructuring of the Company, Parent or any of their respective affiliates or subsidiaries and (f) otherwise take or commit to take any actions with respect to the businesses, product lines or assets the Company, Parent or any of their respective affiliates or subsidiaries. Each of SBP, Parent, Purchaser and the Company will use reasonable best efforts to, among others, cooperate and consult with each other in connection with any such filing or submission and to promptly inform the other of any legal proceeding brought by or communication from any governmental body in connection with the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Parent will have the principal responsibility for determining and implementing the strategy for obtaining any necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies (including with respect to timing and potential ways to address any concerns that may be raised) and will lead and direct all submissions to, meetings, negotiations and communications with any Governmental Body in connection with matters related to any Antitrust Law and any Foreign Direct Investment Laws. Purchaser will pay all filing fees under the HSR Act and for any other filing made to a Governmental Body, but the Company will bear its principal office own costs for the preparation of any such filings. Neither party will commit to or agree with any Governmental Body to stay, toll or extend, directly or indirectly, any applicable waiting period, or pull and refile any filing or notice to a Governmental Body, in each case, without the prior written consent of the other (which will not be unreasonably withheld, conditioned or delayed). From the date of the Merger Agreement through the Effective Time or termination of the Merger Agreement, Parent will not directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in any person or by any other manner or engage in any other transaction, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction would reasonably be expected to (a) impose any material delay in the United States expiration or termination of America and having any applicable waiting period or impose any material delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such noticegovernmental body necessary to consummate the Offer, the resigning Merger and the other transactions contemplated by the Merger Agreement, including any approvals and expiration of waiting or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and review periods pursuant to the Corporation an instrument in writing accepting its appointment hereunderHSR Act, and thereupon such successor Depositorythe DPA or any other applicable laws, without (b) materially increase the risk of any further act governmental body entering, or deedmaterially increase the risk of not being able to remove or successfully challenge, shall become fully vested with all the rightsany permanent, powerspreliminary or temporary injunction or other order, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreementdecree, and such predecessordecision, upon payment of all sums due it and on the written request determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the CorporationOffer, shall promptly execute the Merger and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list other transactions contemplated by the Merger Agreement or (c) otherwise materially delay or materially impede the consummation of the Record Holders of all outstanding Receipts Offer, the Merger and such records, books and the other information in its possession relating thereto. Any entity into or with which transactions contemplated by the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryMerger Agreement.

TABLE OF CONTENTS. The Depository [Unless Warrants may at any time be removed by exercised on only one date: If said [principal amount] [number] of Warrant Securities is less than all of the Corporation by notice Warrant Securities purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing the remaining balance of such removal the Warrants evidenced hereby be issued and delivered to the Depositoryholder of the Warrant Certificate unless otherwise specified in the instructions below.] Dated: , such removal Name______________________________ _____________________________ (Please Print) / / / / - / / / - / / / / / (Insert Social Security or Other Identifying Number of Holder) Address _______________________________ Signature ________________________________ This Warrant may only be exercised by presentation to take effect upon the appointment Warrant Agent at one of a successor Depository hereunder the following locations: By hand at By mail at The method of delivery of this Warrant Certificate is at the option and its acceptance risk of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the notice Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. (Instructions as to form and delivery of resignation Warrant Securities and/or Warrant Certificates) Table of Contents Name in which Warrant Securities are to be registered if other than in the name of the registered holder of this Warrant Certificate: ___________________________ Address to which Warrant Securities are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: _______________________________________ (Street Address) _______________________________________ (City and State) (Zip Code) [Except for Global Warrant Certificate: Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate: _______________________________________ Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent: _______________________________________ (Street Address) _______________________________________ (City and State) (Zip Code) Dated: _______________________________________ Signature Table of Contents ([Except for Global Warrant Certificate: Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate.] If Warrant Securities, or removala Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the case may bebooks of the Warrant Agent, appoint the above signature must be guaranteed by a successor Depositorymember firm of a registered national stock exchange, which shall be a member of the National Association of Securities Dealers, Inc., a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program, or by a commercial bank or trust company having its principal an office or correspondent in the United States States.) Table of America Contents SIGNATURE GUARANTEE Name of Firm ______________________________________ Address __________________________________________ Area Code and having a combined capital Number _______________________________________ Authorized Signature__________________________________________ Name ____________________________________________ Title _____________________________________________ Dated: _________________________________, 20___ ASSIGNMENT (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED hereby sells, assigns and surplus of at least $50,000,000. If no successor Depository shall have been so appointed transfers unto ____________________________________ (Please print name and have accepted appointment address including zip code) ____________________________________ (Please insert social security or other identifying number) the rights represented by the within 60 days after delivery of such noticeWarrant Certificate and does hereby irrevocably constitute and appoint Attorney, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and transfer said Warrant Certificate on the written request books of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers Warrant Agent with full power of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest substitution in the Stock and any moneys held hereunder premises. Dated: Table of Contents _______________________________________ Signature (Signature must conform in all respects to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a participant in the Security Transfer Agents Medallion Program or its own name as successor Depository.the Stock Exchange Medallion Program, or by a commercial bank or trust company having an office or correspondent in the United States) SIGNATURE GUARANTEE Name of Firm ______________________________________ Address __________________________________________ Area Code and Number _______________________________________ Authorized Signature__________________________________________ Name ____________________________________________ Title _____________________________________________ Dated: _________________________________, 20___

TABLE OF CONTENTS. The Section 2.5. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the Depository’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Agreement, the Depository shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered. Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Stock and all money represented thereby by surrendering such Receipt or Depositary Shares represented by the Receipts at the Depository’s Office or at such other offices as the Depository may designate for such withdrawals. Thereafter, without unreasonable delay, the Depository shall deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Stock and all money represented by the Receipt or Receipts, or Depositary Shares represented by such Receipt or Receipts, so surrendered for withdrawal, but Holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depository in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be withdrawn, the Depository shall at the same time, in addition to such number of whole shares of Stock and such money to be so withdrawn, deliver to such Holder, or subject to Section 2.4 upon his order, a new Receipt evidencing such excess number of Depositary Shares; provided, however, that the Depository shall not issue any time Receipt evidencing a fractional Depositary Share. Delivery of the Stock and money being withdrawn may be removed made by the delivery of such certificates, documents of title and other instruments as the Depository may deem appropriate (or in such other manner as may be agreed to by the Corporation and the Depository), which, if required by notice of such removal delivered to the Depository, such removal shall be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a Signature Guarantee. If the Stock and the money being withdrawn are to take effect upon be delivered to a person or persons other than the appointment Record Holder of a successor Depository hereunder and its acceptance the related Receipt or Receipts being surrendered for withdrawal of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedStock, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository Holder shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderDepository a written order so directing the Depository, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and may require that the Receipt or Receipts surrendered by such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers Holder for withdrawal of such predecessor hereunder, shall duly assign, shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer and deliver all right, title and interest in blank. Delivery of the Stock and any moneys held hereunder to such successorthe money represented by Receipts surrendered for withdrawal shall be made by the Depository at the Depository’s Office, except that, at the request, risk and shall deliver to such successor a list expense of the Record Holders of all outstanding Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such records, books and other information in its possession relating thereto. Any entity into or with which the Depository delivery may be merged, consolidated or converted shall made at such other place as may be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorydesignated by such Holder.

TABLE OF CONTENTS. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Depository Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be removed by issuable on the Corporation by exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment meetings or other actions affecting stockholders (except as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office provided in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been so appointed and exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have accepted appointment within 60 days after delivery of such notice, been countersigned by the resigning or removed Depository may petition any court of competent jurisdiction for Rights Agent. WITNESS the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request facsimile signature of the Corporationproper officers of the Company and its corporate seal. Dated as of Attest: EMPIRE RESORTS, shall promptly execute INC. By: By: Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent By: Authorized Signature Table of Contents [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and deliver an instrument transferring to such successor all rights transfers unto (Please print name and powers address of such predecessor hereundertransferee) this Rights Certificate, shall duly assign, transfer and deliver together with all right, title and interest in the Stock and any moneys held hereunder to such successortherein, and shall deliver does hereby irrevocably constitute and appoint ______________________________________ Attorney, to such successor a list transfer the within Rights Certificate on the books of the Record Holders within named Company, with full power of all outstanding Receipts and such records, books and other information in its possession relating theretosubstitution. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor Dated: Signature Signature Guaranteed: Table of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.Contents

TABLE OF CONTENTS. The Depository may at any time judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be removed entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Corporation by notice Trustee on behalf of such removal delivered Holder, and in the event that the Trustee shall consent to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance making of such appointment as hereinafter provided. In case at payments directly to the Holders, to pay to the Trustee any time amount due to it for the Depository acting hereunder shall resign or be removedreasonable compensation, the Corporation shallexpenses, within 60 days after the delivery disbursements and advances of the notice Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of resignation or removalany such compensation, as expenses, disbursements and advances of the case may beTrustee, appoint a successor Depositoryits agents and counsel, which and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be a bank or trust company having its principal office in denied for any reason, payment of the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes same shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successorsecured by a Lien on, and shall deliver be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such successor a list proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing claim of any document or Holder in any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorysuch proceeding.

TABLE OF CONTENTS. The Depository may the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement and that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be removed so true would have or reasonably be expected to have a Company Material Adverse Effect; • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery Secretary of the notice Company, dated as of resignation the Acceptance Time, certifying: (i) the approval of the Company Board of the Merger Agreement and the transactions contemplated thereby, (ii) the certificate of incorporation and bylaws (or removalsimilar governing documents) of the Company and each of its Subsidiaries, as (iii) the case may bename, appoint title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company is a successor Depositoryparty, which shall be a bank and (iv) any and all Company Board, committee and stockholder resolutions, consents or trust company having its principal office in other actions taken by the United States Company Board, any committee of America the Company Board or the stockholders between the date of the Merger Agreement and having a combined capital and surplus of at least $50,000,000. If no successor Depository the Acceptance Time; • the Company shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, performed in all material respects its obligations under the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Merger Agreement, and such predecessor, upon payment of all sums due it and Parent shall have received a certificate signed on the written request behalf of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor Company by a list senior Executive Officer of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which Company to the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof foregoing effect; • there shall not be required hereunder. Such successor Depository may authenticate instituted, pending or overtly threatened any Proceeding (which is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Receipts in Offer, the name acceptance for payment by Purchaser of the predecessor Depository Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its own name Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as successor Depository.a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Shares or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement to require divestiture by Parent, Purchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security convertible, exchangeable or exercisable therefor);

TABLE OF CONTENTS. Right Certificates by first-class mail. The Depository Company may at remove the Rights Agent or any time be removed by the Corporation by successor Rights Agent upon 30 days’ notice of such removal delivered in writing, mailed to the Depository, such removal to take effect upon the appointment of a Rights Agent or successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removalRights Agent, as the case may be, and to each transfer agent for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor Depository, which shall be a bank or trust company having its principal office in to the United States of America and having a combined capital and surplus of at least $50,000,000Rights Agent. If no successor Depository the Company shall have been so appointed and have accepted fail to make such appointment within 60 a period of 30 days after delivery giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the resigning or removed Depository Company), then the registered holder of any Right Certificate may petition apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Depository. Every successor Depository Rights Agent, whether appointed by the Company or by such a court, shall execute be either (a) a corporation, business trust or limited liability company organized and deliver doing business under the laws of the United States or of any other state of the United States which is authorized under such laws to its predecessor exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the Corporation an instrument in writing accepting time of its appointment hereunderas Rights Agent a combined capital and surplus of at least $50 million or (b) a direct or indirect wholly owned Subsidiary of such an entity or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and thereupon such successor Depository, responsibilities as if it had been originally named as Rights Agent without any further act or deed, ; but the predecessor Rights Agent shall become fully vested with all deliver and transfer to the rights, powers, duties and obligations of its predecessor and for all purposes shall be successor Rights Agent any property at the Depository under this Agreementtime held by it hereunder, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent for the Common Shares or Preferred Shares, and mail a notice thereof in writing to such successor all rights and powers the registered holders of such predecessor hereunderthe Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall duly assign, transfer and deliver all right, title and interest in not affect the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list legality or validity of the Record Holders resignation or removal of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into the Rights Agent or with which the Depository may be merged, consolidated or converted shall be appointment of the successor of Rights Agent, as the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository case may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depositorybe.

TABLE OF CONTENTS. The Depository may at Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of any time be removed such Security or coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Corporation Holder of any such Security or coupon appertaining thereto with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantees will not be discharged except by notice complete performance of its obligations contained in any such Security or coupon appertaining thereto and in this Guarantee. If the Trustee or the Holder of any Security or any coupon appertaining thereto is required by any court or otherwise to return to the Company or the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official acting in relation to the Company or the Guarantor, any amount paid to the Trustee or such Holder in respect of a Security or any coupons appertaining thereto, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and of any coupons appertaining thereto) against the Company in respect of any amounts paid by the Guarantor on account of such removal delivered Securities or any coupons appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to the Depositoryenforce or to receive any payments arising out of, or based upon, such removal to take effect upon right of subrogation until the appointment principal of a successor Depository hereunder (and its acceptance premium, if any, on) and interest, if any, on all Securities of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository series shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depositoryindefeasibly paid in full. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.Table Of Contents

TABLE OF CONTENTS. The Depository may at Notwithstanding the rights described below in the section “— Availability of Specific Performance,” each of Parent and Purchaser acknowledged and agreed that if the Company Termination Fee becomes payable and is paid by Steinway as described in this section “— Termination Fees”, the right to receive the Company Termination Fee as described in this section “— Termination Fees”, together with reimbursement of any time applicable Parent Expenses, shall constitute the sole and exclusive remedy of Parent and Purchaser against Steinway and its subsidiaries and any of their respective former current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents affiliates or assignees for any loss suffered as a result of the failure of the Transactions to be removed by consummated or for a breach or failure to perform under the Corporation by notice Merger Agreement or otherwise, and upon payment of such removal delivered amount, no such persons shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. The parties to the Depository, such removal to take effect upon Merger Agreement acknowledged that the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time agreements contained in the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery provisions described in this section “— Termination Fees” are an integral part of the notice Transactions and that, without those provisions, none of resignation the parties would have entered into the Merger Agreement. If Steinway or removalParent, as the case may be, appoint fails to promptly pay any amount due as described in this section “— Termination Fees,” and either Parent or Steinway, as the case may be, commences a successor Depositorysuit that results in a judgment against the other party, which such paying party shall be a bank or trust company having its principal office in reimburse the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and other party for all purposes shall be the Depository under this Agreementcosts and expenses (including attorneys’ fees) incurred in connection with such suit, and together with interest on such predecessor, upon payment amount. Availability of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoSpecific Performance. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof The Merger Agreement provides that Steinway shall not be entitled to specific performance or any other equitable relief in order to cause Parent and Purchaser to consummate the Offer or the Merger or cause the Equity Financing to be funded (whether under the Merger Agreement or the Equity Commitment Letter) unless (i) all conditions to the Offer and the closing of the Merger (other than those conditions that by their terms are to be satisfied at the Offer Closing or closing of the Merger, as applicable, but subject to the satisfaction of such conditions at the Offer Closing or closing of the Merger, as applicable) have been satisfied or waived, (ii) Parent and Purchaser have failed to complete the closing of the Merger by the date the closing of the Merger is required hereunderto occur pursuant to the Merger Agreement, (iii) the Debt Financing has been funded or the Lenders have irrevocably confirmed to Parent in writing that the Debt Financing will be funded at the Offer Closing (if the Equity Financing is funded) and (iv) Steinway has irrevocably confirmed to Parent in writing that if specific performance is granted and the Debt Financing and the Equity Financing are funded, then the Offer Closing or closing of the Merger, as applicable, will occur. Such successor Depository may authenticate Subject to the Receipts foregoing paragraph, the parties to the Merger Agreement agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the name event that the parties to the Merger Agreement do not perform the provisions of the predecessor Depository Merger Agreement in accordance with its specified terms or its own name otherwise breach such provisions, and agreed that they shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity in any such event and prior to the valid exercise of any termination right by the parties as successor Depositorydescribed above in the section “— Termination Fees.”

TABLE OF CONTENTS. The Depository may at (d) In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any time be removed case in which either (i) the Selling Stockholder makes a claim for indemnification pursuant to this Section 9.4 but it is judicially determined (by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment entry of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign final judgment or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint decree by a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.4 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Selling Stockholder in circumstances for which indemnification is provided under this Section 9.4; then, and in each such case, the Company and the Selling Stockholder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Selling Stockholder is responsible only for the appointment portion represented by the percentage that the public offering price of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and securities offered by the Registration Statement bears to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment public offering price of all sums due it and on securities offered by such Registration Statement, provided, however, that, in any such case, (A) the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall Selling Stockholder will not be required hereunder. Such successor Depository may authenticate the Receipts to contribute any amount in the name excess of the predecessor Depository net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement; and (B) no person or its own name entity guilty of fraudulent misrepresentation (within the meaning of Section 10 of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. In any proceeding relating to the Registration Statement filed pursuant to this Section 9, each party against whom contribution may be sought under this Section 9.4 hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join him or it as successor Depositoryan additional defendant in any such proceeding in which such other contributing party is a party.

TABLE OF CONTENTS. The Depository may at any time so tendered and accepted for repurchase and (iii) deliver or cause to be removed by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon Trustee the appointment Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of a successor Depository hereunder and its acceptance of such appointment as hereinafter providedNotes or portions thereof being repurchased by the Issuers. In The Paying Agent shall promptly (but in any case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 not later than five days after the delivery Purchase Date) mail to each Holder of Notes so repurchased the amount due in connection with such Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers in the form of an Officers’ Certificate and authentication order shall authenticate and mail or deliver (or cause to transfer by book entry) to each relevant Holder a new Note, in a principal amount equal to any unpurchased portion of the notice of resignation or removalNotes surrendered to the Holder thereof; provided, as the case may be, appoint a successor Depository, which that each such new Note shall be in a bank principal amount of $l,000 or trust company having its principal office in an integral multiple thereof. The Issuers shall publicly announce the United States results of America and having a combined capital and surplus the Change of at least $50,000,000Control Offer on or as soon as practicable after the Purchase Date. If no successor Depository the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Purchase Date, shall have been so appointed and have accepted appointment within 60 days after delivery be paid to the Person in whose name a Note is registered at the close of business on such noticerecord date. Notwithstanding anything to the contrary in this Section 3.9, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof Issuers shall not be required hereunder. Such successor Depository may authenticate to make a Change of Control Offer upon a Change of Control if a third party makes the Receipts Change of Control Offer in the name manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.9 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if, at the predecessor Depository time of making such Change of Control Offer, a definitive, binding agreement has been executed by all the parties thereto that specifically contemplates a Change of Control. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or its own name as successor Depositoryregulations conflict with this Section 3.9, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 3.9 by virtue thereof.

TABLE OF CONTENTS. The Depository Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may at any from time be removed to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class A(2015-1) Notes of record on the related Record Date (except for the final distribution with respect to this Class A(2015-1) Note) such Holder’s pro rata share of the amounts held by the Corporation by notice Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes. Payments of such removal delivered interest on this Class A(2015-1) Note due and payable on each Payment Date, together with any installment of principal, if any, to the Depositoryextent not in full payment of this Class A(2015-1) Note, such removal shall be made by check mailed to take effect upon the appointment Person whose name appears as the Registered Holder of a successor Depository hereunder and its acceptance of such appointment this Class A(2015-1) Note on the Note Register as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice close of resignation or removalbusiness on each Record Date, as the case may be, appoint a successor Depository, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver except that with respect to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and Class A(2015-1) Notes registered on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts Date in the name of the predecessor Depository nominee of the clearing agency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A(2015-1) Note be submitted for notation of payment. Any reduction in the principal amount of this Class A(2015-1) Note (or its own any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A(2015-1) Note and of any Class A(2015-1) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A(2015-1) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as successor Depositoryof the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A(2015-1) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class A(2015-1) Note may be registered on the Note Register upon surrender of this Class A(2015-1) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A(2015-1) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated Table of Contents transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A(2015-1) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class A(2015-1) Note or, in the case of a Note Owner, a beneficial interest in a Class A(2015-1) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class A(2015-1) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A(2015-1) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A(2015-1) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

TABLE OF CONTENTS. (2) The Depository may parties acknowledge and agree that (x) with respect to the securities and instruments held in the Debt Service Coverage Account that are of a type that is customarily sold on a recognized market the notification requirements of Section 9-611 of the UCC are inapplicable, and (y) any Collateral that is not of a type that is customarily sold on a recognized market is subject to the notification requirements prescribed in Section 9-611(b) of the UCC. To the extent that such notice is required and has not been waived after default, the Company agrees that if such notice is given to it in the manner provided in Section 1.04 at least ten Business Days before the time of sale or disposition, such notice shall be deemed commercially reasonable and shall fully satisfy any requirement for the giving of such notice to it. The Insurer agrees that to the extent that such notice is required to be given to it and has not been waived after default, if such notice is given to it in the manner provided in Section 1.04 at least 10 Business Days before the time of sale or disposition, such notice shall be removed deemed commercially reasonable and shall fully satisfy any requirement for the giving of such notice to it. At any sale or other disposition of the Collateral by the Corporation by notice of such removal delivered to the Depository, such removal to take effect upon the appointment of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedTrustee, the Corporation shallCollateral, within 60 days after the delivery of the notice of resignation or removalportion thereof to be sold, may be sold as an entirety or in separate parcels, as the case Trustee may bein its sole and absolute discretion determine, appoint a successor Depositoryunless otherwise instructed by the Insurer; provided that such disposition is commercially reasonable. Any sale or other disposition of the Collateral by the Trustee may be made through such brokers as may be selected by the Trustee in its sole discretion and on such commercially reasonable terms as the Trustee may determine, which shall be a bank or trust company having its principal office in unless otherwise instructed by the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor DepositoryInsurer, without any obligation to advertise or give notice of any kind other than that necessary under applicable law. The Trustee, unless otherwise instructed by the Insurer, may, without notice or publication, adjourn any public sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and, to the extent permitted by law, such sale may, without further act or deednotice, shall become fully vested with all be made at the rights, powers, duties time and obligations of its predecessor and for all purposes shall be place to which the Depository under this Agreement, and such predecessor, upon payment same was so adjourned. If the sale of all sums due it and on the written request or any part of the CorporationCollateral is made on credit for future delivery, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository Collateral so sold may be mergedretained by the Trustee until the sale price is paid by the purchaser or purchasers thereof, consolidated but the Trustee shall not incur any liability if any such purchaser or converted purchasers shall be fail to take up and pay for the successor of the Depository without the execution or filing Collateral so sold and, in case of any document such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale in this Indenture conferred, the Trustee may, unless otherwise instructed by the Insurer, proceed by suit or any further act, suits at law or at equity to foreclose on and notice thereof shall not be required hereunder. Such successor Depository may authenticate sell the Receipts in Collateral pursuant to the name judgment or decree of the predecessor Depository a court or its own name as successor Depositorycourts having competent jurisdiction.

TABLE OF CONTENTS. The Depository may Company is not required to pay any fees, incur or reimburse any costs or expenses (other than attorneys’ fees arising in connection with the fulfillment of the Company’s obligations under this provision), or make any payment in connection with any Company Note (other than in connection with the settlement of any conversion obligation), prior to the occurrence of the Effective Time. Prior to the Effective Time, subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness,” the Company will facilitate the execution and delivery of a supplemental indenture to the Trustee of the Company Notes at any time the Effective Time (the “Supplemental Indenture”), which will provide that, effective at the Effective Time, each outstanding Company Note will no longer be removed convertible into shares of common stock and will be convertible solely into the note merger consideration that the holders of such Company Notes are entitled to receive pursuant to the Merger upon conversion in accordance with the Company Indenture. Subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness”, the Company will take all actions required to be performed by it prior to the Effective Time pursuant to the terms of the Company Indenture in connection with the Offer, the Offer Closing, the Merger, and the other transactions contemplated by the Corporation by notice of such removal delivered Merger Agreement, including the delivery to the Depository, such removal Trustee of any documents or instruments required prior to take effect upon the appointment Effective Time under the terms of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removedCompany Indenture in connection with the Offer, the Corporation shall, within 60 days after the delivery consummation of the notice Merger and the other transactions contemplated by the Merger Agreement. The Company will, and will cause its subsidiaries to, deliver all notices and take all other reasonable actions to cause (i) the repayment in full on the closing date (or in the case of resignation any letters of credit, cash collateralization, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank) of all obligations then outstanding under, (ii) the release on the closing date in connection with such repayment of any and all liens, security interests, pledges, or removalother encumbrances securing such obligations under, and (iii) the termination (to the extent provided therein and pursuant to the terms thereof) on the closing date (such repayment, release, and termination, the “Existing Credit Facility Termination”) of, the Credit Agreement, dated as of February 28, 2014, by and among the Company, Dealertrack Canada Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A. , as administrative agent (the “Company Credit Agreement”), including using reasonable best efforts to obtain a payoff letter in customary form from the agent under the Credit Agreement; provided, that Parent will provide all funds required to effect all such repayments and cash collateralization of letters of credit and in no event shall the Company or any of its subsidiaries be required to (x) cause the Existing Credit Facility Termination to be effective until the Closing has occurred; or (y) require the Company or any of its subsidiaries to pay any fees, incur or reimburse any costs or expenses, or make any payment, incur any other liability or give any indemnities in connection with the Existing Credit Facility Termination, prior to the occurrence of the Closing Date (except to the extent Parent promptly reimburses (in the case may be, appoint a successor Depository, which shall be a bank of ordinary course out-of-pocket costs and expenses) or trust company having its principal office provides the funding (in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depository shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and all other cases) to the Corporation an instrument Company or such subsidiary therefor) or incur any liability in writing accepting its appointment hereunder, and thereupon such successor Depository, without any further act or deed, shall become fully vested connection with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be Existing Credit Facility Termination that is effective prior to the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request occurrence of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor DepositoryClosing Date.

TABLE OF CONTENTS. No fraction of a share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not been exercised. Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge. The Depository Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company. Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Public Warrants and the Underwriters’ Warrants, at the option of the Company, at any time after such Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or greater than the Floor Price on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given; and provided, further that with respect to the Public Warrants and the Underwriters’ Warrants such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an Table of Contents effective registration statement from the date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each Registered Holder will be removed entitled to exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls the Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company shall have the option to require all (but not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a cashless basis, the holder of such Warrants shall pay the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the Corporation difference between the Redemption Fair Market Value and the Warrant Price of the Warrants by notice of such removal delivered (y) the Redemption Fair Market Value. Any Warrant either not exercised or tendered back to the Depository, such removal to take effect upon Company by the appointment end of a successor Depository hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depository acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of date specified in the notice of resignation or removal, as the case may be, appoint a successor Depository, which redemption shall be a bank or trust company having its principal office canceled on the books of the Company and have no further value except for the $0.01 redemption price. The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions set forth in the United States Warrant Agreement dated as of America [ ], 2008, by and having a combined capital between the Company and surplus the Warrant Agent (the “Warrant Agreement”). Copies of such agreement may be obtained by the holder hereof at least $50,000,000the Warrant Agent’s principal place of business without charge. If no successor Depository Capitalized terms used herein but not defined shall have been so appointed the meaning set forth in the Warrant Agreement. OPEN ACQUISITION CORP. By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: Name: Title: Table of Contents ELECTION TO PURCHASE To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder irrevocably elects to exercise _______________________ Warrants represented by this Warrant Certificate, and have accepted appointment within 60 days after delivery to purchase the shares of Common Stock issuable upon the exercise of such notice, the resigning or removed Depository may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunderWarrants, and thereupon requests that Certificates for such successor Depository, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shares shall be the Depository under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any entity into or with which the Depository may be merged, consolidated or converted shall be the successor of the Depository without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depository may authenticate the Receipts issued in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) and, if such number of Warrants shall not be all the predecessor Depository or its own Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name as successor Depository.of, and delivered to, the Registered Holder at the address stated below: Dated: (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Table of Contents ASSIGNMENT To Be Executed by the Registered Holder in Order to Assign Warrants For Value Received, __________________________________ hereby sells, assigns, and transfers unto (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) ___________________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint __________________________________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated: