Common use of FORM OF ELECTION TO PURCHASE Clause in Contracts

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSTo TWEETER HOME ENTERTAINMENT GROUP, INC. .: The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying taxpayer number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________: ________________________________ _________________________________________________ ________________________________ Dated: ___________________, 19___. _______________________ Signature ________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate or if the Rights are being exercised pursuant to Section 11.1.2 of the Rights Agreement, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to ____________________: Please insert social security or other identifying taxpayer number: Please insert social security or other identifying taxpayer number: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ (Please print name and address) Signature:______________________ Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSXXXX, INC. The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company Corporation or of any other person Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:: ______________________________ ________________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ___________________, ______ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankan eligible guarantor institution (including banks, brokerstockbrokers, dealersavings and loan associations, clearing agencies and credit union or savings association or other entity that is a member unions with membership in good standing of a an approved signature guarantee medallion program approved by program) pursuant to Rule 17Ad-15 of the Securities Transfer Associationand Exchange Commission under the Securities Exchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. TO:--------------------- The undersigned hereby irrevocably elects to exercise __________ Rights --------- -----------Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares share(s) be issued in the name of and delivered tofollowing name: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ : ---------------------------------- -------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ If --------------------------------------------------------------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) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------- Dated: ___________________-------------------, 19___---------- -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the fact of this Rights Certificate) Signature Guaranteed EXHIBIT C FORM OF AMENDED CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PREFERRED STOCK OF MINERALS TECHNOLOGIES INC. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by Pursuant to Section 151 of the Delaware General Corporation Law MINERALS TECHNOLOGIES INC., a bankcompany organized and existing under the laws of the State of Delaware (the "Company"), broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes thatDOES HEREBY CERTIFY:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if the registered holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. SELECT MEDICAL CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ___________________________________________ (Please insert social security or other identifying number) Dated:_________________________________, _____ _______________________________________________________ Signature Signature Guaranteed:__________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered United States national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- United States. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. TO:_________________ The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares share(s) be issued in the name of and delivered tofollowing name: Please insert social security or other identifying number:_________________ Please insert name and address:____________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print insert name and address) :_________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated: ______________, _____, 19_ ___. _______________________________________ Signature (Signature Guaranteed: Signatures must be guaranteed by conform in all respects to name of holder as specified on the fact of this Rights Certificate) EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATIONS FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF GEOWORKS CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law Geoworks Corporation, a bankcompany organized and existing under the laws of the State of Delaware (the "Company"), broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes thatDOES HEREBY CERTIFY:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. TO:_________________ The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares share(s) be issued in the following name: 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) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toDated: Please insert social security or other identifying number:__________________, ____ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature (Signature Guaranteed: Signatures must be guaranteed by conform in all respects to name of holder as specified on the fact of this Rights Certificate) EXHIBIT C TO RIGHTS AGREEMENT FORM OF SECOND AMENDED CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF X. X. XXXXXX COMPANY, INC. Pursuant to Section 151 of the Delaware General Corporation Law X. X. Penney Company, Inc., a bankcompany organized and existing under the laws of the State of Delaware (the "Company"), broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes thatDOES HEREBY CERTIFY:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if the registered holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSORAPHARMA, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of Series E Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ____________________________________________ (Please insert social security or other identifying number) Dated:________________________________, _____ _________________________________________________________ Signature Signature Guaranteed: ________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered United States national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise the Rights represented by the Rights this Right Certificate.) ToTo Consolidated Graphics, Inc.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be share(s) of Preferred Stock (or such other securities)be issued in the name of and delivered toname: Please insert social security or other identifying number:________________________________________________________________________________ (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 Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:________________________________________________________________________________ (Please insert social security or other identifying number) ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: __________________, __________________________. ____________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights CertificateCertificate other than pursuant to SECTION 11(a)(ii) of the Rights Agreement.) To: SEQUUS PHARMACEUTICALSUS Dataworks, INC. Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares one one-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be Person) issuable upon the exercise of the Rights) Rights and requests that certificates for such shares be issued in the name of and delivered toof: Please insert social security or other identifying number:________________________________________________________________________________ (Please insert social security or other identifying number) ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all applicable, the Rights evidenced by this Rights CertificateCertificate indicating the balance, a new Rights Certificate for the balance if any, of such Rights which may still be exercised pursuant to SECTION 11(a)(ii) of the Rights Agreement shall be returned to the undersigned unless such Person requests that the Rights Certificate be registered in the name of and delivered to: Please insert social security or other identifying number:________________________________________________________________________________ Please insert social security or other identifying number (complete only if Rights Certificate is to be registered in a name other than the undersigned) ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________, 20__________________________________. __________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankan Eligible Guarantor Institution, broker, dealer, credit union or savings association or other entity that is a member as defined in good standing of a signature guarantee medallion program approved by Rule 17Ad-15 under the Securities Transfer Association, Inc. Certificate Exchange Act of 1934. CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSSOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares Preferred Shares be issued in the name of of: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and delivered to: address) 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 Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ___________________________________________________________: _____________________ Dated: ___________________, 19___. _______________________ -------------------------------------------------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stock broker, dealer, savings and loan association or credit union or savings association or other entity that is a member with membership in good standing of a an approved signature guarantee medallion program approved by program) pursuant to Rule 17Ad-15 of the Securities Transfer Association, Inc. Certificate ----------- Exchange Act of 1934. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) ToTo Kana Software, Inc.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares one one-hundredths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:___________________________________ If such number of Rights is not all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights will be registered in the name of and delivered to: Please insert social security or other identifying number: _____________________________________________________________ __________________________________________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed by a bankSIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, brokerSTOCKBROKERS, dealerSAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSAmerican Water Works Company, INC. Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock Common Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ___________________________________________________________________________ (Please insert social security or other identifying number) Dated:___________________, ____ ___________________________________________ Signature Signature Guaranteed:______________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSOlympic Steel, INC. Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares one one-hundredths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ----------------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------------- If such number of Rights is not all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights will be registered in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered toDated: Please insert social security or other identifying number:__________________, 20____ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:: (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement);

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSTo CRITICARE SYSTEMS, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of one one-hundredth Preferred Stock Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares Preferred Shares be issued in the name of and delivered toof: Please insert social security or other identifying number: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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___:________________, 1920__ ___. _____________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Form of Reverse Side of Right Certificate -- continued Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- United States. ------------------------------------------------------------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). _______________________________

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise Rights represented by the Rights Certificate.) ToTO VITALWORKS INC.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares share(s) be issued in the name of and delivered tofollowing name: 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) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toDated: Please insert social security or other identifying number:__________________, ____ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature (Signature Guaranteedmust conform in all respects to name of holder as specified on the fact of this Rights Certificate) Signature Guaranteed EXHIBIT C FORM OF CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF VITALWORKS INC. Pursuant to Section 151 of the Delaware General Corporation Law I, [name] , [office] of VitalWorks Inc., a corporation organized and existing under the Delaware General Corporation Law (the "Corporation"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors on December 5, 2002 adopted the following resolution which creates a series of 200,000 shares of Preferred Stock designated as Series B Preferred Stock, as follows: Signatures must be guaranteed by RESOLVED, that pursuant to Section 151(g) of the Delaware General Corporation Law and the authority vested in the Board of Directors of the Corporation in accordance with the provisions of ARTICLE Fourth of the Certificate of Incorporation of the Corporation, a bankseries of Preferred Stock of the Corporation be, brokerand hereby is, dealercreated, credit union or savings association and the powers, designations, preferences and relative, participating, optional or other entity that is a member in good standing special rights of a signature guarantee medallion program approved by the Securities Transfer Associationshares of such series, Inc. Certificate ----------- The undersigned and the qualifications, limitations or restrictions thereof, be, and hereby certifies by checking the appropriate boxes thatare, as follows:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) ToTo Charter Communications, Inc.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares one one-thousandths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ _______________________________________________________: _________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall is not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall will be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) _________________________________________________: _______________________________ ______________________________________________________________________________ (Please print name and address) Dated: ___________, __________________ Dated: ___________________, 19___. _______________________ Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed by a bankSIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, brokerSTOCKBROKERS, dealerSAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- PURSUANT TO S.E.C. RULE 17Ad-15. _________________ The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). __________________________________________ Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise the Rights represented by the this Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. Commonwealth Energy Corporation The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ or other securities, cash or other property issuable upon the exercise of such Rights and requests that certificates for such shares or other securities be issued in the name of, and such cash or other property be paid to: 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 remaining balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ : -------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------- Dated: ___________________, 19___. _______________________ 20 Signature ----------- --- -- ----------------------------------- (Signature must conform in all respects to name of holder as specified on the face of this Rights Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSTOYS "R" US, INC. The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Rights Certificate to purchase the shares of Preferred Common Stock issuable upon the exercise of the Rights (or such consideration or other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered deliverable to: Please insert social security or other identifying number:______________________ _______________________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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ _______________________number _________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___:________________, 19___. __ _________________________________ Signature Signature Guaranteed: ____________________ Signatures must be guaranteed by an eligible guarantor institution (a bank, brokerstockbroker, dealer, savings and loan association or credit union or savings association or other entity that is a member with membership in good standing of a an approved signature guarantee medallion program approved by program) pursuant to Rule 17Ad-15 of the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:Exchange Act of 1934.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSMMI COMPANIES, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: :______________ ___________________, 19___. _______________________ Signature Medallion Signature Guaranteed: Signatures Signature must be guaranteed by a bankcommercial bank or trust company, broker, dealer, credit union or savings association or other entity that eligible institution which is a member in good standing of a signature guarantee medallion guaranty program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. CLECO CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of $25 Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________, 20___________________________________ __________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. GENZYME CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares Preferred Shares be issued in the name of and delivered toof: Please insert social security or other identifying number:number _______________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Form of Reverse Side of Right Certificate -- continued _______________________________________________________________________________ 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) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying numberDated:________________________, ____ _____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed signed if holder holders desire to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. PENEDERM INCORPORATED The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19____. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSPRIDE INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Dated: ___________________, 19___. _______________________ 200 ----------------- -- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSPRIDE INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________, 199___________________________________ __________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if registered holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. TO:_________________ The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares share(s) be issued in the following name: 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) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toDated: Please insert social security or other identifying number:__________________, ____ _____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the fact of this Rights Certificate) EXHIBIT C FORM OF CERTIFICATE OF DESIGNATIONS OF PARTICIPATING PREFERRED STOCK OF LODGIAN, INC. Pursuant to Section 151 of the Delaware General Corporation Law I, [name] , [office] of Lodgian, Inc., a corporation organized and existing under the Delaware General Corporation Law (the "Corporation"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Corporation, the Board of Directors on March 26, 1999 adopted the following resolution which creates a series of [____________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________] shares of Preferred Stock designated as Participating Preferred Stock, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes thatas follows:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) ToTO: SEQUUS PHARMACEUTICALS, INC. GIGA-TONICS INCORPORATED The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ __Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ __number ______________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the National Association of Securities Transfer AssociationDealers, Inc. Certificate ----------- or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not Beneficially Owned by a 15% Shareholder or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. AmeriSource Health Corporation The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights (or such other securities of the Company or of any other person which may be issuable upon exercise of the Rights) and requests that certificates for such securities be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) Dated: _______________, ______________________________________ ____________________________ Dated: ___________________, 19___. Signature Signature Guaranteed:_______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered United States national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALS, INC. COMPANY ------------------------ The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Dated: ___________________, 19___. _______________________ 199 ------------ ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights CertificateCertificate other than pursuant to Section 11(a)(ii) of the Rights Agreement.) To: SEQUUS PHARMACEUTICALS, INC. CLEARWATER PAPER CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares one one-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be Person) issuable upon the exercise of the Rights) Rights and requests that certificates for such shares be issued in the name of and delivered toof: Please insert social security or other identifying number:____________________________________________________________________________ ____(Please insert social security or other identifying number) ____________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all applicable, the Rights evidenced by this Rights CertificateCertificate indicating the balance, a new Rights Certificate for the balance if any, of such Rights which may still be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to the undersigned unless such Person requests that the Rights Certificate be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________________________________ ____Please insert social security or other identifying number (complete only if Rights Certificate is to be registered in a name other than the undersigned) ____________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19_20__. ________________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union member or savings association or other entity that is a member participant in good standing of a signature guarantee medallion program approved by the Securities Transfer AssociationAgent Medallion Program, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. SOTHEBY’S The undersigned hereby irrevocably elects to exercise exercise__________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _____________________________________________________________________________________ (Please print name and address) (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _____________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union member or savings association or other entity that is participant in the Medallion Signature Guarantee Program at a member in good standing of a signature guarantee medallion program approved by level acceptable to the Securities Company’s Transfer Association, Inc. Certificate ----------- Agent. The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Agreement) and are not issued with respect to Notional Common Shares related to a Derivatives Contract described in clause (iv) of the definition of Beneficial Owner (as such terms are defined in the Agreement). Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSDRIL-QUIP, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number ------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ ------------------------------------------------------------------------------- Dated: ___________________, 19___. _____________________199__ ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed by the registered holder if such holder desire desires to exercise Rights represented by the Rights evidenced by this Right Certificate.) To: SEQUUS PHARMACEUTICALSPayment Data Systems, INC. Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented evidenced by this Rights Right Certificate to purchase the shares of Preferred Stock issuable securities or other property due upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for any such shares securities be issued in the name of and delivered toof: 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, Right 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) ______________________________________________________________________________ Dated: __________________________ ____________________________________ Signature MEDALLION SIGNATURE GUARANTEE: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ______________________________________________________________________________ Dated: ___________________The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, 19___and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSTo TWEETER HOME ENTERTAINMENT GROUP, INC. .: The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying taxpayer number:______________________ ________________________________________________________________________________ (Please print name and address) _____________________________________________: ___________________________________ ______________________________________________ ___________________________________ Dated___________________________________ ___________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate or if the Rights are being exercised pursuant to Section 11.1.2 of the Rights Agreement, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to____________________: Please insert social security or other identifying taxpayer number: Please insert social security or other identifying taxpayer number: ___________________, 19___. _____________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ (Please print name and address) Signature:_________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, SCPIE HOLDINGS INC. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock Shares issuable upon the exercise of the such Rights (or such other securities or property of the Company or of any other person Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered toof: Please insert social security or other identifying number:______________________ ____________________number ____________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ____________________number ____________________________________________________________ (Please print name and address) _______________________________________________________________ Dated: __________________ ____________________________________________________ Signature Signature Guaranteed: _____________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- United States. The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights CertificateCertificate other than pursuant to Section 11(a)(ii) of the Rights Agreement.) To: SEQUUS PHARMACEUTICALSTo ALLIED WASTE INDUSTRIES, INC. .: The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be Person) issuable upon the exercise of the Rights) Rights and requests that certificates for such shares be issued in the name of and delivered toof: 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 -------------------------------------------------------------------------------- The Rights Certificate for indicating the balance balances, if any, of such Rights which may still be exercised pursuant to each of Section 11(a)(ii) and Section 13 of the Rights Agreement shall be returned to the undersigned unless such person requests that the Rights Certificate be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number (complete only if Rights Certificate is to be registered in a name other than the undersigned) -------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: ___________________, 19___. _____________________20__ ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSEGL, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ number -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Dated: ___________________, 19___. _______________________ 200 ------------ --- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- as amended). CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) ToTo Hovnanian Enterprises, Inc.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares one ten-thousandths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:: _________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall is not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall will be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) _________________________________________________: _______________________________ ______________________________________________________________________________ (Please print name and address) Dated: ___________, __________________ Dated: ___________________, 19___. _______________________ Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed by a bankSIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, brokerSTOCKBROKERS, dealerSAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- PURSUANT TO S.E.C. RULE 17Ad-15. _________________ The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). __________________________________________ Signature

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. AmeriSource Health Corporation The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights (or such other securities of the Company or of any other person which may be issuable upon exercise of the Rights) and requests that certificates for such securities be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) Dated: _______________, ________________________________ __________________________________ Dated: Signature Signature Guaranteed:___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered United States national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Right Certificate pursuant to Section 11(a)(ii) of the Rights CertificateAgreement.) To: SEQUUS PHARMACEUTICALS, To XXXXXX RUBBERMAID INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 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 represented by this Rights Certificate, a new Rights Right Certificate for to purchase the balance shares of Common Stock or other securities or property issuable upon the exercise of such Rights shall and requests that certificates for such shares be registered issued in the name of and delivered toof: Please insert social security or other identifying number:______________________ _________________________________________________________________number _______________ (Please print name and address) ______________________________________________________________________The Rights Certificate indicating the balance, if any, of such Rights that may still be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to the undersigned unless such person requests that the Rights Certificate be registered in the name of and delivered to: (Please insert social security or other identifying number.) (Complete only if the Rights Certificate is to be registered in a name other than the undersigned's.) (Please print name and address) Dated: __________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, broker, dealersavings association, credit union or savings association trust company having an office or correspondent in the United States or other entity that eligible guarantor institution which is a member participant in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. program. [Form of Reverse Side of Rights Certificate -- continued] Certificate ----------- The undersigned hereby certifies that by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Right Certificate pursuant to Section 11(a)(ii) of the Rights CertificateAgreement.) To: SEQUUS PHARMACEUTICALSTo GENERAL EMPLOYMENT ENTERPRISES, INC. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Common Stock or other securities or property issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered toof: Please insert social security or other identifying number:__number ____________________ ________________________________________________________________________________ (Please print name and address) ______________________________________________________________________ The Rights Certificate indicating the balance, if any, of such Rights that may still be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to the undersigned unless such person requests that the Rights Certificate be registered in the name of and delivered to: ___________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________________ __________(Please insert social security or other identifying number.) (Complete only if the Rights Certificate is to be registered in a name other than the undersigned's.) ______________________________________________________________________ (Please print name and address) ______________________________________________________________________ Dated: ____________ __, ____ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, broker, dealersavings association, credit union or savings association trust company having an office or correspondent in the United States or other entity that eligible guarantor institution which is a member participant in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:program.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if the registered holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSDYCOM INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares Units of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that certificates for such shares Units be issued in the name of and delivered to: -------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------- Please insert social security or other identifying number:___: -------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: -------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------- Please insert social security or other identifying number: -------------------------- Dated: ___________________ ________________________________________________________________________________ (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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate United States. CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALSCrown Cork & Seal Company, INC. Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights (or such other securities of the Company or of any other person which may be issuable upon exercise of the Rights) and requests that certificates for such securities be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) Dated: _______________, _______________________________ ___________________________________ DatedSignature Signature Guaranteed: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered United States national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:United States.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) ToTo Abraxas Petroleum Corporation: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares one ten−thousandths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:: _________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall is not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall will be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) _________________________________________________: _______________________________ ______________________________________________________________________________ (Please print name and address) Dated: ___ Dated: _________, ___________________, 19_ Signature___. _______________________ Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad−15. _________________ The undersigned hereby certifies that the Rights evidenced by a bank, broker, dealer, credit union this Rights Certificate are not beneficially owned by an Acquiring Person or savings association an Affiliate or other entity that is a member Associate thereof (as defined in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- Rights Agreement). Signature______________________ 5705655v.4 CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights CertificateCertificate pursuant to Section 11(a)(ii) of the Rights Agreement.) To: SEQUUS PHARMACEUTICALS, INC. CLEARWATER PAPER CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Common Stock (or such other securities of the Company) issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered toof: Please insert social security or other identifying number:____________________________________________________________________________ ____(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 The Rights Certificate for indicating the balance balance, if any, of such Rights which may still be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to the undersigned unless the undersigned requests that the Rights Certificate be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________________________________ ____Please insert social security or other identifying number (complete only if Rights Certificate is to be registered in a name other than the undersigned) ____________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated: ___________________, 19___20 . _______________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union member or savings association or other entity that is a member participant in good standing of a signature guarantee medallion program approved by the Securities Transfer AssociationAgent Medallion Program, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

FORM OF ELECTION TO PURCHASE. (a) (To be executed if the registered holder desire desires to exercise Rights represented by the Rights Right Certificate.) To: SEQUUS PHARMACEUTICALS, INC. INTERSIL CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) ____________________________________________ (Please insert social security or other identifying number) Dated:________________________________, _____ _______________________________________________________ Signature Signature Guaranteed:__________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, brokerstockbroker, dealer, savings and loan association or credit union or savings association or other entity that is a member with membership in good standing of a an approved signature guarantee medallion program approved by program) pursuant to Rule 17Ad-15 of the Securities Transfer Association, Inc. Certificate ----------- Exchange Act of 1934. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSCOOPXX XXXUSTRIES, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ number -------------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Dated: ___________________, 19___. _______________________ --------------- ---- ------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSU.S. CONCRETE, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________, 199_____________________________ ________________________________________ Dated: ___________________, 19___. _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:as amended).

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) To: SEQUUS PHARMACEUTICALSOCEANEERING INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ 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 of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated:______________________________________________________________________________, 200__ Dated: ___________________, 19___. _______________________ -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a national securities exchange, broker, dealer, credit union or savings association or other entity that is a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in good standing of a signature guarantee medallion program approved by the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Transfer AssociationExchange Act of 1934, Inc. as amended). Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (a) (To be executed if holder desire desires to exercise Rights represented by the Rights Certificate.) ToTo Charter Communications, Inc.: SEQUUS PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the shares one one-thousandths of a Preferred Stock Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares securities be issued in the name of and delivered to: Please insert social security or other identifying number:: _________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall is not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall will be registered in the name of and delivered to: Please insert social security or other identifying number:______________________ ________________________________________________________________________________ (Please print name and address) _________________________________________________: _______________________________ ______________________________________________________________________________ (Please print name and address) Dated: ___________, __________________ Dated: ___________________, 19___. _______________________ Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed by a bankSIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, brokerSTOCKBROKERS, dealerSAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. Certificate ----------- PURSUANT TO S.E.C. RULE 17Ad-15. _________________ The undersigned hereby certifies that the Rights evidenced by checking this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). __________________________________________ Signature