Common use of Xxxxxxxx, President Clause in Contracts

Xxxxxxxx, President. Gentlemen: This letter confirms our agreement that, in consideration and exchange for that certain Warrant granted by us to Xxxxxxxx Capital Corp., a California corporation ("XXXXXXXX") dated February 20, 2001, to purchase Three Million One Hundred Thirty-One Thousand Four Hundred Fifty-Nine (3,131,459) shares of Med Diversified, Inc. ("MED") common stock ("Original Warrant"), we shall cause to be issued to XXXXXXXX or its designees, one or more certificates representing in the aggregate One Million (1,000,000) shares ("Shares") of common stock of Med Diversified, Inc. ("MED") and one or more Warrants to purchase in the aggregate One Million Five Hundred Thousand (1,500,000) shares of MED common stock (collectively "Replacement Warrants") upon the terms and conditions set forth in the Replacement Warrant appended hereto, in exchange for the surrender and cancellation of the Original Warrant. A copy of the fully executed certificate(s) representing the Shares is appended hereto marked Exhibit "A" and a copy of the fully executed Replacement Warrants is appended hereto marked Exhibit "B." The Shares and the Replacement Warrants are hereby declared fully earned and enforceable by XXXXXXXX against MED. No later than March 31, 2002, MED shall cause an opinion of its counsel to be delivered to it and to MED's stock transfer agent stating that the Shares, and the Warrant Shares upon exercise of the Replacement Warrants, are freely tradable by XXXXXXXX, or its designees, subject only to compliance with Rule 144 regarding securities held for more than one year, unless such securities shall have been otherwise registered under the federal securities laws. Except as required by state or federal securities laws, such opinion letter shall not contain any statements contradictory to the foregoing or which create other restrictions upon the sale of the Shares or the Warrant Shares. Med Diversified, Inc. a Nevada corporation By: /s/ Xxxxx X. Xxxxxxxxxxxx, Xx. -------------------------------------- Xxxxx X. Xxxxxxxxxxxx, Xx. Chairman, President and CEO Read and Accepted Xxxxxxxx Capital Corp. a California corporation By: --------------------------- Xxxxxx X. Xxxxxxxx Its: President MED DIVERSIFIED, INC. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 March 25, 2002

Xxxxxxxx, President. GentlemenAttest: -------------------------------- Xxxxx X. Xxxxxx Secretary EXHIBIT B Form of Rights Certificate Certificate No. R- _______ Rights NOT EXERCISABLE AFTER JANUARY 4, 2009 OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.0001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.](*) Rights Certificate This letter confirms our agreement thatcertifies that , in consideration or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and exchange for that certain Warrant granted by us to Xxxxxxxx Capital Corp.conditions of the Rights Agreement, dated as of January 4, 1999 (the "Rights Agreement"), between Bestfoods, a California Delaware corporation (the "XXXXXXXXCompany") dated February 20), 2001and First Chicago Trust Company of New York, a New York corporation (the "Rights Agent"), to purchase Three Million One Hundred Thirtyfrom the Company at any time prior to 5:00 P.M. (New York City time) on January 4, 2009 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one two-One Thousand Four Hundred Fiftyhundredths of a fully paid, non-Nine assessable share of Series A Junior Participating Preferred Stock (3,131,459) shares the "Preferred * The portion of Med Diversified, Inc. ("MEDthe legend in brackets shall be inserted only if applicable to an Acquiring Person. Stock") common stock of the Company, at a purchase price of $200 per one two-hundredths of a share (the "Original WarrantPurchase Price"), we upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The Purchase Price shall cause be paid, at the election of the holder, in cash or, subject to applicable law, in shares of Common Stock of the Company having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be issued purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of January 4, 1999, based on the Preferred Stock as constituted at such date. The Company reserves the right to XXXXXXXX or its designees, one or more certificates representing require prior to the occurrence of a Triggering Event (as such term is defined in the aggregate One Million Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. Upon the occurrence of a Triggering Event (1,000,000) shares ("Shares") of common stock of Med Diversified, Inc. ("MED") and one or more Warrants to purchase as such term is defined in the aggregate One Million Five Hundred Thousand Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (1,500,000i) 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 Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of MED common stock (collectively "Replacement Warrants") Preferred Stock or other securities, which may be purchased upon the terms 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 Replacement Warrant appended hereto, in exchange for the surrender and cancellation of the Original Warrant. A copy of the fully executed certificate(s) representing the Shares is appended hereto marked Exhibit "A" and a copy of the fully executed Replacement Warrants is appended hereto marked Exhibit "B." The Shares and the Replacement Warrants are hereby declared fully earned and enforceable by XXXXXXXX against MED. No later than March 31, 2002, MED shall cause an opinion of its counsel to be delivered to it and to MED's stock transfer agent stating that the Shares, and the Warrant Shares upon exercise of the Replacement Warrants, are freely tradable by XXXXXXXX, or its designees, subject only to compliance with Rule 144 regarding securities held for more than one year, unless such securities shall have been otherwise registered under the federal securities laws. Except as required by state or federal securities laws, such opinion letter shall not contain any statements contradictory to the foregoing or which create other restrictions upon the sale of the Shares or the Warrant Shares. Med Diversified, Inc. a Nevada corporation By: /s/ Xxxxx X. Xxxxxxxxxxxx, Xx. -------------------------------------- Xxxxx X. Xxxxxxxxxxxx, Xx. Chairman, President and CEO Read and Accepted Xxxxxxxx Capital Corp. a California corporation By: --------------------------- Xxxxxx X. Xxxxxxxx Its: President MED DIVERSIFIED, INC. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 March 25, 2002Rights Agree-

Xxxxxxxx, President. GentlemenAttest: This letter confirms our agreement that/s/ Byrox X. Xxxxxxxx ---------------------------------------- Title: Senior Vice President - Finance, in consideration Treasurer and exchange for that certain Warrant granted by us to Xxxxxxxx Capital Corp.Controller CHASE BANK OF TEXAS, a California corporation NATIONAL ASSOCIATION, as Trustee By: /s/ Maurx X. Xxxxx -------------------------------- Title: Vice President and Trust Officer Attest: /s/ Lori Xxxxxx ---------------------------------------- Title: Administrator EXHIBIT A [FORM OF 2009 NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("XXXXXXXX") dated February 20, 2001, to purchase Three Million One Hundred Thirty-One Thousand Four Hundred Fifty-Nine (3,131,459) shares of Med Diversified, Inc. ("MED") common stock ("Original WarrantDTC"), we shall cause TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NOBLE DRILLING CORPORATION 6.95% SENIOR NOTE DUE 2009 $150,000,000 No. G-1 CUSIP No. 655000XX0 Xxxue Date: March 16, 1999 Noble Drilling Corporation, a Delaware corporation (the "Company"), promises to be issued pay to XXXXXXXX CEDE & CO. or its designeesregistered assigns, one or more certificates representing in the aggregate One Million principal amount of _________________________________ MILLION DOLLARS (1,000,000$__________________) shares ("Shares") on March 15, 2009. This 2009 Note shall not bear interest except as specified on the other side of common stock this 2009 Note. Additional provisions of Med Diversified, Inc. ("MED") and one or more Warrants to purchase in the aggregate One Million Five Hundred Thousand (1,500,000) shares of MED common stock (collectively "Replacement Warrants") upon the terms and conditions this 2009 Note are set forth in on the Replacement Warrant appended hereto, in exchange for the surrender and cancellation other side of the Original Warrant. A copy of the fully executed certificate(s) representing the Shares is appended hereto marked Exhibit "A" and a copy of the fully executed Replacement Warrants is appended hereto marked Exhibit "B." The Shares and the Replacement Warrants are hereby declared fully earned and enforceable by XXXXXXXX against MED. No later than March 31, 2002, MED shall cause an opinion of its counsel to be delivered to it and to MED's stock transfer agent stating that the Shares, and the Warrant Shares upon exercise of the Replacement Warrants, are freely tradable by XXXXXXXX, or its designees, subject only to compliance with Rule 144 regarding securities held for more than one year, unless such securities shall have been otherwise registered under the federal securities laws. Except as required by state or federal securities laws, such opinion letter shall not contain any statements contradictory to the foregoing or which create other restrictions upon the sale of the Shares or the Warrant Shares. Med Diversified, Inc. a Nevada corporation By: /s/ Xxxxx X. Xxxxxxxxxxxx, Xx. -------------------------------------- Xxxxx X. Xxxxxxxxxxxx, Xx. Chairman, President and CEO Read and Accepted Xxxxxxxx Capital Corp. a California corporation By: --------------------------- Xxxxxx X. Xxxxxxxx Its: President MED DIVERSIFIED, INC. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 March 25, 2002this 2009 Note.

Xxxxxxxx, President. Gentlemen: Xxxxx X. Xxxxxxxx Secretary EXHIBIT B --------- FORM OF RIGHTS CERTIFICATE Certificate No. R- _________ Rights NOT EXERCISABLE AFTER THE EARLIER OF (i) NOVEMBER 10, 2009, (ii) THE DATE TERMINATED BY THE COMPANY OR (iii) THE DATE THE COMPANY EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS AGREEMENT.]* RIGHTS CERTIFICATE CONCENTRIC NETWORK CORPORATION This letter confirms our agreement thatcertifies that ______________________________, in consideration or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and exchange for that certain Warrant granted by us to Xxxxxxxx Capital Corp.conditions of the Rights Agreement dated as of November 10, 1999 (the "Rights Agreement"), between Concentric Network Corporation, a California Delaware corporation (the "XXXXXXXXCompany") dated February 20), 2001and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to purchase Three Million One Hundred Thirtyfrom the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New ---------------------- * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. York time, on November 10, 2009 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one- thousandth (1/1,000) of a fully paid non-One Thousand Four Hundred Fifty-Nine assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share, (3,131,459) shares of Med Diversified, Inc. (the "MED") common stock ("Original WarrantPreferred Shares"), we shall cause of the Company, at an Exercise Price of One Hundred Seventy Five Dollars ($175.00) per one-thousandth of a Preferred Share (the "Exercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one- thousandths of a Preferred Share which may be issued to XXXXXXXX or its designeespurchased upon exercise hereof) set forth above are the number and Exercise Price as of November 10, one or more certificates representing 1999, based on the Preferred Shares as constituted at such date. As provided in the aggregate One Million (1,000,000) shares ("Shares") Rights Agreement, the Exercise Price and the number and kind of common stock of Med Diversified, Inc. ("MED") and one Preferred Shares or more Warrants to purchase in the aggregate One Million Five Hundred Thousand (1,500,000) shares of MED common stock (collectively "Replacement Warrants") other securities which may be purchased upon the terms exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain 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 Replacement Warrant appended heretoRights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.001 per Right or (ii) may be exchanged by the Company in exchange whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by 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 amount of securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the surrender and cancellation number of whole Rights not exercised. No fractional portion of less than one one-thousandth of a Preferred Share will be issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Original Warrant. A copy Preferred Shares or of any other securities of the fully executed certificate(s) representing Company which may at any time be issuable on the Shares is appended hereto marked Exhibit "A" and a copy 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 fully executed Replacement Warrants is appended hereto marked Exhibit "B." The Shares and the Replacement Warrants are hereby declared fully earned and enforceable by XXXXXXXX against MED. No later than March 31, 2002, MED shall cause an opinion rights of its counsel to be delivered to it and to MED's stock transfer agent stating that the Shares, and the Warrant Shares upon exercise a stockholder of the Replacement Warrants, are freely tradable by XXXXXXXXCompany or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or its designeesto give or withhold consent to any corporate action, subject only or to compliance with Rule 144 regarding securities held for more than one yearreceive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), unless such securities or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been otherwise registered under exercised as provided in the federal securities lawsRights Agreement. Except as required by state or federal securities laws, such opinion letter This Rights Certificate shall not contain be valid or obligatory for any statements contradictory to purpose until it shall have been countersigned by the foregoing or which create other restrictions upon Rights Agent. WITNESS the sale facsimile signature of the Shares or proper officers of the Warrant SharesCompany and its corporate seal. Med Diversified, Inc. a Nevada corporation Dated as of _______________. ATTEST: CONCENTRIC NETWORK CORPORATION By: /s/ --------------------------------- ------------------------------- Xxxxx X. Xxxxxxxxxxxx, Xx. -------------------------------------- Xxxxxxxx Xxxxx X. XxxxxxxxxxxxXxxxxxxx Secretary President Countersigned: CHASEMELLON SHAREHOLDER SERVICES, Xx. ChairmanL.L.C., President and CEO Read and Accepted Xxxxxxxx Capital Corp. a California corporation as Rights Agent By: --------------------------- Xxxxxx X. Xxxxxxxx ----------------------------- Its: President MED DIVERSIFIED---------------------------- -3- 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, INCassigns and transfers unto ------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. 000 Xxxxxxxxxx XxxxxxDated: _______________, Xxxxx 000 Xxxxxxx_____ ------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, Xxxxxxxxxxxxx 00000 March 25stockbroker, 2002savings 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. CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that: