Common use of per Right Clause in Contracts

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares of capital stock which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held evidenced by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall may be entitled to receive upon surrender hereof another Right Certificate exchanged by the Company in whole or Certificates in part for Common Stock of the number of whole Rights not exchangedCompany under certain circumstances. No fractional shares of Preferred Common Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the shares of capital stock Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: , Signature (Signature must conform in all respects to name of holder as set forth on the face of this Right Certificate, without alteration or enlargement or any change whatsoever.) Signature Guaranteed: The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part Directors of the then outstanding Company may exchange the Rights (other than any Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled (subject to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedadjustment). No fractional shares of Preferred Stock are required to Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, ____.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Series A Preferred Stock are required to will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Units of Series A Preferred Stock or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of [DATE].

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, ______. Attest: XXXX'X INTERNATIONAL, INC. By: ----------------------------------- ----------------------------------- Secretary Title:

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a share of Preferred Stock, which Share may, at the election of the Company, be evidenced by depositary receipts). In lieu of issuing fractional Preferred Shares, but in lieu thereof the Company may make a cash payment will be madepayment, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, or take such other action permissible under applicable law as the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number Company's Board of whole Rights not exercisedDirectors deems appropriate. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose Purpose the holder of the shares Preferred Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Preferred Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of __________________. ATTEST: SANDISK CORPORATION By Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary Title: Chief Financial Officer Countersigned: XXXXXX TRUST AND SAVINGS BANK, as Rights Agent By Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Board mayCompany, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding Rights (other than Rights held redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedCompany. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one onetwo-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . By Name: Name: Title: Title: Countersigned: Authorized Signature

per Right. Subject to the provisions of the Rights Agreement, the Board mayTrust, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding Rights (other than Rights held redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedTrust. No fractional shares of Preferred Stock are required to Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the shares of capital stock Trust which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Trust or any right to vote for the election of directors trustees or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate trust action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or dividends, subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Trust. Dated as of ___________.

per Right. Subject to the provisions of the Rights Agreement, the Board mayCompany, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding Rights (other than Rights held redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedCompany. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ____________, 19__.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of a share of Preferred Stock or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ 20__. ATTEST: NEW NISOURCE INC. By ---------------------------------- Secretary Title: Countersigned: By ----------------------------------- Authorized Signature 42 [Form of Reverse Side of Right Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at The Company will not issue any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of fractional Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to be issued Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof may make a cash payment will be madepayment, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 19___. ATTEST: STERIS CORPORATION By ------------------------ ----------------------------- Secretary Title:

per Right. Subject to the provisions of the The Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held Agreement may be supplemented and amended by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per RightCompany, as provided therein. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights The Company is not exchanged. No fractional shares of Preferred Stock are required to be issued issue fractional Common Shares or other securities issuable upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Common Shares or other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stocksecurities, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, 19__.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signatures of the proper officers of the Company. Dated as of ____________ ___, _____. Attest:

per Right. Subject to the provisions of the Rights Agreement, the Board mayCompany, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding redemption price to the registered holder of the Right at the time of redemption, in which event this Rights (other than Rights held Certificate may become null and void without any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedCompany. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company, dated as of ___________________, ___.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth (1/1000) of a share) are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof the Corporation may cause depositary receipts to be issued and/or a cash payment will may be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities of the shares of capital stock Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: NOVEN PHARMACEUTICALS, INC. By ---------------------------------------- ------------------------------- [Assistant] Secretary Title:

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signatures of the proper officers of the Company. Dated as of ____________, 199_. Attest: By: -------------------------- --------------------------- Secretary Title:

per Right. Subject to the provisions of the Rights Agreement, the Board mayCompany, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding Rights (other than Rights held redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedCompany. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in partNo holder, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number as such, of whole any Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereofof the Rights represented thereby, nor shall anything contained herein or in the any Rights Agreement or herein Certificate be construed to confer upon the holder hereofof any Rights Certificate, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or subscription rights, other distributions or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreementexercised. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. -B3- WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. ATTEST: _______________________________

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock (other than fractions which are integral multiples of one-hundredth of a share) are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than hereby, and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. As provided in the Rights Agreement, fractions which are integral multiples of one one-hundredth of a share shares of Preferred Stock, which Stock may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of Preferred Stock or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, 19__.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth 1/1,000ths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receiptsShares), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions action affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights Right evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of this [______] day of [________________], 20__.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for No fractional shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares of capital stock Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, _________.

per Right. Subject to the provisions of the The Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held Agreement may be supplemented and amended by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per RightCompany, as provided therein. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights The Company is not exchanged. No fractional shares of Preferred Stock are required to be issued issue fractional Common Shares or other securities issuable upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Common Shares or other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stocksecurities, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 20__.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Preferred Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: --------------------------------------

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of shares or of any other securities of the shares of capital stock Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signatures of the proper officers of the Company. Dated as of ____________, 199_. Attest: By: ----------------------------------- ----------------------------------- Secretary Title:

per Right. Subject Subjection to the provisions of the Rights Agreement, the Board may, Rights evidenced by this Certificate may be exchanged by the Company at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock option at an exchange ratio of one share of Common Stock Share per Right. If The Rights Agreement may be supplemented and amended by the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights Company as provided therein. The Company is not exchanged. No fractional shares of Preferred Stock are required to be issued issue fractional Common Shares or other securities issuable upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Common Shares or other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stocksecurities, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -------------- , 20-- ATTEST: INTERGRAPH CORPORATION By ------------------------------ --------------------- Secretary Title:

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate Certificate, as such, shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Preferred Stock or of capital stock any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), ) or to receive dividends or subscription rights, or otherwise, until the Class A [B] Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 199_. AU BON PAIN CO., INC. By: ------------------------------------ Name: ------------------------------- Title: ------------------------------

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part Directors of the then outstanding Company may exchange the Rights (other than any Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled (subject to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedadjustment). No fractional shares of Preferred Stock are required to Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Common Shares or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________,____.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced represented hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election option of the Company, be evidenced represented by depositary receipts), but in lieu thereof thereof, a cash payment will shall be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares Common Stock or of capital stock any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Right the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By: By: ------------------------------------- ------------------------------- Secretary Title: Countersigned:

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Rights Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 1998

per Right. Subject to the provisions of the Rights Agreement, the Board mayCompany, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part may elect to mail payment of the then outstanding Rights (other than Rights held redemption price to the registered holder of the Right at the time of re- demption, in which event this certificate may become void with- out any further action by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchangedCompany. No fractional shares of Preferred Stock are required to will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receiptsre- ceipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If No holder of this Right Certificate shall be exercised in partRights Certificate, the holder as such, shall be entitled to receive upon surrender hereof another Right Certificate vote or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the shares of capital stock Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders af- fecting shareholders (except as provided in the Rights AgreementAgree- ment), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory obliga- tory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . ATTEST: FIRST XXXXXXXX XXXXX, INC.

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Preferred Stock are required to Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote, vote or receive dividends or be deemed for any purpose the holder of the shares Preferred Shares or of capital stock which any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereofhereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 19__.