Common use of WITNESS Clause in Contracts

WITNESS. the facsimile signature of the proper officers of the Company. Dated as of _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:________________________ ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _____________________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this _______ Rights evidenced represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____________ __________________________________, Signature:________________________________ (Sign exactly as your name appears on the Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other side of this Rights Certificate) Signature Guarantee:______________________eligible institution participating in a recognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________, 20__. ATTEST: ____________________________ By:_____________________ Secretary Title: Countersigned: [Rights Agent] By:____________________ Authorized Signature [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 Certificates.) FOR VALUE RECEIVED_____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:__________________________________ ________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________ Rights evidenced by 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: ________________, 20___ ________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the Company. Dated as of _____________________________________, ATTEST: JP REALTY, INC. MIM CORPORATION By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: :____________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:: ___________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________)

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of _______________, _____. ATTEST: QUICKSILVER RESOURCES INC. _________________________________ By: _____, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: _____________________________ Title: Title: _____________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., MELLON INVESTOR SERVICES LLC as Rights Agent By: _______________________________ Authorized Signatory Name:_______________________________ Authorized Signatory [Title: _____________________________ Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ________________________________ __________________________________, Signature:_____________________________________________ (Sign exactly as your Please print name appears and address of transferee) __________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer said Rights on the other side books of this Rights Certificate) Signature Guarantee:the within-named Corporation, with full power of substitution. Dated: _____________________ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. _______________________________________________________________________________

WITNESS. the facsimile signature signatures of the proper authorized officers of the CompanyCompany and its corporate seal. Dated as of ________, 20_____________________________, . [SEAL] ATTEST: JP REALTYGALILEO INTERNATIONAL, INC. By:____________________________ : ---------------------------- ---------------------------- Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent LaSALLE BANK NATIONAL ASSOCIATION By: __________________________________ -------------------------------- Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _____________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) -------------------------------------------------------------------------------- this Rights Right Certificate) Signature Guarantee:, 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 Guaranteed: ----------------------------------------------------------

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of ____________________________________ __, 19__. ATTEST: JP REALTYDC HOLDCO, INC. By:____________________________ NameBy: Name: Title: _____________________ Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.THE BANK OF NEW YORK, as Rights Agent By: _____________________ Authorized signature (Form of Reverse Side of Right Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if that holder desires to transfer the Rights represented by the Right Certificate) FOR VALUE RECEIVED ______________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ __________________________________________, with full power _________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) ___________________________________________________ __________ Rights evidenced by this Right Certificate, Signaturetogether with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney to transfer this Right Certificate on the books of DC Holdco, Inc. with full power of substitution. Dated:_____________ __, 19__ ___________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________ __, ______. ATTEST: LSB BANCSHARES, INC. By: By: --------------------------- --------------------------- Name: Name: -------------------- -------------------- Title: Title: -------------------- -------------------- Countersigned: WACHOVIA BANK, N.A By: -------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________________ __, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ----------------------------- Signature GuaranteeSignature Medallion Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTYXXXXXX INTERNATIONAL INDUSTRIES, INC. INCORPORATED By:____________________________ : ---------------------------- Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent L.L.C. By: __________________________________ ---------------------------- Authorized Signatory [Signature B-3 48 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _____________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power __________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) ____________________________________________________ this Right Certificate, Signature: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: __________, ____ _______________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________Signature Guaranteed: 49

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________, ________. ATTEST: CONVERGYS CORPORATION _________________________ By:____________________________ Secretary Title:___________________________ Countersigned: THE FIFTH THIRD BANK, Rights Agent By:_____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: (Please print name and address of transferee) ________________________________________________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______ __________________________________, Signature_______ Signature Signature Guaranteed:_________________________________ (Sign exactly as your name appears on Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________________, ____________, ATTEST. ENERGEN CORPORATION By ------------------------------------- Its ------------------------------------- By ------------------------------------- Its ------------------------------------- ----------------------------- Secretary COUNTERSIGNED: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ ----------------------------- ----------------------------- By --------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by -------------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________-------------------, Signature-------. ---------------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________________, __________________, ATTEST_ Attest: JP REALTYELCOTEL, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________:________________________ Name:______________________ Title:_____________________ Countersigned: ________________ ________________ By:____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ______________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:__________________ ________________________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) this Rights Certificate) Signature Guarantee, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_________________________, ______ ______________________________ Signature Signature Guaranteed: 48

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______ __, _______________________________, _ ATTEST: JP REALTYMIDAS, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _______________________ Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:_____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ _____________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________. ATTEST: BIOGEN, INC. ________________________________ By:_____________________________ _____________________________ _____________________________ COUNTERSIGNED: STATE STREET BANK AND TRUST COMPANY as Rights Agent By:_____________________________ Authorized Signature 4 45 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________ hereby sells, ATTEST: JP REALTY, INC. By:assigns and transfers unto ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ______________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) ______________________________________________________________ this Rights evidenced by this Rights 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: ___________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _ __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________Signature

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: . LOWE'S COMPANIES, INC. ________________________________ By: ____________________________________ Secretary Name: __________________________________ Title: _________________________________ Countersigned: [RIGHTS AGENT] By __________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____ __________________________________, Signature_ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________________. ATTEST: NORDSON CORPORATION ________________________________ By: ______, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ________________________________ By______________________________ Authorized Signatory [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such the holder desires to transfer the Rights CertificateRight certificate) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________ hereby sells, assigns assigns, and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:____ ________________________________________________________________________________ (Sign exactly Please print name and address of transferee) this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ___________________ as your name appears attorney, to transfer the Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:Nordson Corporation, with full power of substitution. Dated: _________________ ___________________________ Signature Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________, __________________________, . [SEAL] ATTEST: JP REALTYCOLE XXXIONAL CORPORATION ----------------------------- By: --------------------------------- Name: Title: Countersigned: NATIONAL CITY BANK By: -------------------------- Authorized Signature B-4 61 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _____________________ __________________________________, Signature:____________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:______________________________________________________________________________ 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 Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of Attest: COMTECH TELECOMMUNICATIONS CORP. By: _________________________ By: ____________________________ Secretary Title: Countersigned: [ ] By: _________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________________ Attorney, to transfer the Right Certificate on the books of the Company named within, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:_______ Signature __________________________ (Sign exactly as your name appears on Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________________________, ____, ATTESTAttest: JP REALTYEVERGREEN BANCORP, INC. By:____________________________ : By: ------------------------------- -------------------------------- Secretary Name: Name: --------------------------- Title: -------------------------- Countersigned: EVERGREEN BANK, N.A. By: ------------------------------- Authorized Signature Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory ------------------------- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, ____ __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY19 . CBL & ASSOCIATES PROPERTIES, INC. By:____________________________ Name: Name: Title: By: Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESBANKBOSTON, L.L.C., as Rights Agent N.A. By: __________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:___ ______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________, ____ ___________________________ [Signature] Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of of: ____________, _____. ATTEST: XXXXXXX XXXXXX CORPORATION ________________________________ By:___________________________ Secretary Title:________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Rights Agent By:____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:___________ (Please print name and address of transferee) ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _________________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by ____________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: __________________, ________________, Signature_ --------------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on B-iv CERTIFICATE ----------- The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________, ____ Attest: SP VENTURES, INC. By _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: FIRST CHICAGO TRUST COMPANY OF NEW YORK By _____________________ By__________________________ Authorized Signatory Name: Name: Title: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated:__________________, 19__ ___________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of ______________________, ___________. ATTEST: COSI, INC. _____________________________________, ATTEST: JP REALTY, INC. __ By:____________________________________ Name: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: :____________________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____ __________________________________, Signature:______________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ Rights evidenced by 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 Corporation, with full power of substitution. Dated: _____________, _____ _________________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of Attested: INDEPENDENT BANK CORP. By: ___________________________ By: _________________________________________ Title: Title: [Clerk or Assistant Clerk] [Chairman, ATTESTPresident or Vice President] Attested: JP REALTY, INC. By:: ___________________________ By: _________________________________________ Name: Name: Title: Title: [Clerk or Assistant Clerk] [Treasurer, Assistant Treasurer, Clerk or Assistant Clerk] Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.ROCKLAND TRUST COMPANY, as Rights Agent By: __________________________________ Authorized Signatory Dated as of _________________________ 4B [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:_____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ 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 Guaranteed: ___________________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, Dated: ATTEST: JP REALTY, INC. MPOWER HOLDING CORPORATION By:____________________________ : By: ------------------------------ ---------------------------- Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: __________________________________ ----------------------------- Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:______ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___, 200__ ________________________ Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________ ____, _____ ATTEST: MALLON RESOURCES CORPORATION Bx: _____________________________________, ATTEST_ By: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Secretary President and Chief Executive Officer Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent SECURITIES TRANSFER CORPORATION By: __________________________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:__ _______________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of , . ---------------------- -- Attest: --------------------------- LCA GROUP INC. By: ------------------------------- Secretary Title: Countersigned: [ ] By --------------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint unto__________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____________ __________________________________, Signature:______________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [ ] Attorney to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------- ----- ---------------------------------- Signature Signature Guaranteed:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________________________ __, ATTEST: JP REALTY, INC. By:____________________________ NameATTEST: Name: Title: HAWAIIAN ELECTRIC INDUSTRIES, INC. By ---------------------------- ---------------------------------- Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _________CONTINENTAL STOCK TRANSFER & TRUST COMPANY By _________________________ Authorized Signatory Signature B-5 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ___________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto ____________________________________ (Please print name and address of transferee) ----------------------------------------------------------------------------- this Rights Certificate, Signature:together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ___________________________, _____ (Sign exactly as your name appears on -------------------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTYT/R SYSTEMS, INC. By:____________________________ : --------------------------------- ------------------------------------ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESEquiServe Trust Company, L.L.C., as Rights Agent N.A. By: __________________________________ ----------------------------- Authorized Signatory [Signature B-3 48 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power _________________________________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) __________________________________, Signature:______________________________________________ (Sign exactly as your name appears on the other side of this Rights Right Certificate) Signature Guarantee:, 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 Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of ______________________, _______. ATTEST: COSI, INC. _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Secretary Title: Countersigned: By:_________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____ __________________________________, Signature:______________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ Rights evidenced by 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 Corporation, with full power of substitution. Dated: _____________, _____ ____________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________, 20___. ATTEST: Olympic Steel, Inc. By: _________________, ATTEST________ By: JP REALTY, INC. By:______________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent National City Bank By: __________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint unto__________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:________________________________ (Sign exactly as your Please print name appears and address of transferee) 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 other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Dated: _________________, 20______ -------------------------- Signature Signature Guaranteed: 85

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ NameATTEST: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESXXXX XX INDUSTRIES, L.L.C., as Rights Agent By: __INC. ________________________________ By: ______________________ Secretary Title: Countersigned: By:_____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ______________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto ________________________ __________________________________, Signature:______________________________ (Please print name and address of transferee) ________________________________________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, 19__ ______________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __,_ ATTEST: GUIDANT CORPORATION __________________________________ By__________________________________ Secretary Title: Countersigned: EquiServe Trust Company, N.A. By _______________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________________ hereby sells, ATTEST: JP REALTY, INC. By:assigns and transfers unto ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:___ (Please print name and address of transferee) _______________________________________________________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________,__ ______________________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, 200______________________, ATTEST. Countersigned XXXXXX TRUST AND SAVINGS BANK CPI CORP. By By -------------------------- -------------------------- Authorized Signature Title: JP REALTY, INC. By:_______Attest: By -------------------------- [SEAL] Title: [SEAL] [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns assigns, and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________________ (Please print name and address of transferee) this Right Certificate, together with full power of substitutionall right, title, and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature200_ --------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, ___________________________, . [SEAL] ATTEST: JP REALTY, INCTHE ELDEX-XXXXXXX XXXRES CORP. By:_____________: ----------------------------------- ------------------------------- Secretary John X. Xxxxxxxxx President Countersigned: NORWEST BANK MINNESOTA, N.A. By: ------------------------------ Authorized Signature 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) -------------------------------------------------------------------------------- this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on ------------------------------- Signature Signature Guaranteed: 45 CERTIFICATE ----------- The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: UNITED DOMINION REALTY TRUST, INC. ________________________________ By: ____________________________________ Secretary Title: _____________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By __________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ---------------------------------- Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile ficsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY, INC. X.X. XXXXXX COMPANY By:____________________________ Name: NameBy: Title: ---------------- ------------------ Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ AMERICAN STOCK TRANSFER & TRUST COMPANY By:-------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by -------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature----------- -- ----- ---------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of _________________________, 20____________, _ ATTEST: JP REALTYMATRIA HOLDING COMPANY, INC. By:____________________________ NameBy: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent SunTrust Bank By: _________:_________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ _______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:_______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, 20____. ___________________________ Signature

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, 1999 ATTEST: ASARCO CYPRUS INCORPORATED _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent [THE BANK OF NEW YORK] By: __________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _____________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____________ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Date: __________________, ____ ___________________________________ Signature Signature Guaranteed: 48 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of _____________________________________, _ ATTEST: JP REALTYALAMOSA HOLDINGS, INC. By:____________________________ Name: Name: ----------------------------- ----------------------- Secretary Title: Title: ----------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent Dated: ----------------------- By: __________________________________ ----------------------- Authorized Signatory [Form of Reverse Side of Rights Certificate] Signature FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto ___________________________________ ------------------------------------------------------------------------------- (PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE) this Rights Certificate, Signature:together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: _____________ Signature____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeGuaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______ __, ____ ATTEST: MIDAS GROUP, INC. _____________________________________, ATTEST: JP REALTY, INC. _ By:_____________________________ Secretary Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent FIRST CHICAGO TRUST COMPANY OF NEW YORK By: _____________:_____________________ Authorized Signatory Signature B-4 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _______________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto _________________________________ __________________________________, Signature:________________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, _____ __________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of January 4, 1999 ATTEST: BESTFOODS _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ___________________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ________________________________ Authorized Signatory [Signature 68 (Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificatecertificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ _____________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:_____________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoints ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________ __________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: TEMPLATE SOFTWARE, INC. _____________________ By: _____________________________ Secretary E. Xxxxxxx Xxxxxx Chief Executive Officer Countersigned: FIRST UNION NATIONAL BANK By: _____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ________________, __________________, Signature:____ _____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Medallion Stamp Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated DATED as of _______________,1998. CUTTER & BUCK INC. Attest: By ---------------------------------- ------------------------------ [Secretary or Assitant Secretary] Name -------------------------- Title ------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ------------------------------ Name -------------------------- Title ------------------------- [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 Certificates.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __ __________________________________, Signature:____________________________________________ (Sign exactly as your Please print name appears and address of transferee) ______________________________________________________________________________ Rights evidenced by 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 other side books of this Rights Certificate) Signature Guaranteethe within-named Company, with full power of substitution. Dated:_______________________. ------------------------------------ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its seal. Dated as of ___________________________________ ___, ATTEST: JP REALTY, INC. By:_______________________19_____ NameAMLI RESIDENTIAL PROPERTIES TRUST By: Name: Title: Attest: (SEAL) Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent HXXXXX TRUST AND SAVINGS BANK By: __________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED __________________________________________________ ____________________ hereby sells, assigns and transfers unto ______________________________ (Please print name and address of transferee) this Right Certificate, together with full power of substitutionall right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ ________________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedDate: _____________ ____, 19_____ __________________________________, Signature_ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of _________________ ATTEST: CELLSTAR CORPORATION _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ___________________________________ Secretary Title: ____________________________ Countersigned: TRANSFER AGENT By: ________________________ Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ,____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ _______________________________________________________________________________ (Sign exactly as your name appears on the other side of PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE) this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Corporation, with full power of substitution. Dated: _________________________ __________________________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________ ___, _____. ATTEST: MOLECULAR DEVICES CORPORATION ------------------------------------ ----------------------------------------- Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Secretary Vice President and Chief Financial Officer COUNTERSIGNED: EQUISERVE TRUST COMPANY, N.A. as Rights Agent By: --------------------------------- [AUTHORIZED SIGNATURE] FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED ______________________________________ hereby sells, ATTEST: JP REALTY, INC. By:assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, -------------------- ------------------------------------ Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of: ____________, _____. ATTEST: SEMX CORPORATION ________________________________ By:___________________________ Secretary Title:________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Rights Agent By:____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:________________ (Please print name and address of transferee) ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _____________________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: __________________, ________________, Signature_ --------------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on CERTIFICATE The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________, _____. [SEAL] ATTEST: MATRIX SERVICE COMPANY. _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESUMB BANK, L.L.C., as Rights Agent N.A. By: __________________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed execued by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned ______________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ___________________________________ (Please print name and address of transferee) this Right Certificate, Signature:_________together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ (Sign exactly as your name appears Attorney, to transfer the within Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Dated: ______________, ____ _______________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTYENPRO INDUSTRIES, INC. By:____________________________ : ------------------------------- Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent THE BANK OF NEW YORK By: __________________________________ ------------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:__________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ (Sign exactly as your name appears Attorney, to transfer the within Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Dated: __________, _____________ ---------------------------------- Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent L. B. FOSTER COMPANY By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, SignatureBy:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSecretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:___________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ __, _____ ------------------------- Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTY, INC. By:____________________________ ENPRO INDUSTRIES, INC. By: ------------------------------- Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent THE BANK OF NEW YORK By: __________________________________ ------------------------------ Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) ------------------------------------------------------------------------------- this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ---------------------------------- Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of Dated: _____________________________________, ATTEST. Attest: JP REALTYAGOURON PHARMACEUTICALS, INC. By:__By __________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ___By _______________________________ Authorized Signatory Title ______________________ Title ____________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By _________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned _______________________________ hereby sells, assigns and transfers unto ---------------- --------------------------------------------------------------- (Please please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________. ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ___________________________, ATTEST: JP REALTY. BE AEROSPACE, INC. By:By _____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESBANKBOSTON, L.L.C., as Rights Agent By: _____N.A. By _____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with full power of substitutionall right, title and interest herein, and does hereby irrevocably constitute and appoint__________ Attorney, to transfer said this Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________ __, ____ ______________________________ Signature Signature Guaranteed: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, [SEAL] ATTEST: JP REALTYDIEBXXX, INC. XXCORPORATED By:_____________: ----------------------------------- ----------------------------------- Name: Title: Countersigned: THE BANK OF NEW YORK, as Right Agent By: Date: -------------------------------- ------------------------ Authorized Signatory 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power _________________________________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) __________________________________, Signature:______________________________________________ (Sign exactly as your name appears on the other side of this Rights Right Certificate) Signature Guarantee:, 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 Guaranteed: 45 CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as Date:_____________________ ATTEST: FIRST STATE BANCORPORATION _______________________________ By:____________________________________ Secretary Countersigned: _______________________________ By:____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED, ____________________________________, hereby sells, assigns, and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:____ this Rights Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _____________________________ (Sign exactly as your name appears Attorney, to transfer the within Rights Certificate on the other side books of this Rights Certificate) Signature Guaranteethe within- named Company, with full power of substitution. Dated:________________________, 19____.

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, -------------------- --,--- ATTEST: JP REALTY(SEAL) PACIFIC GATEWAY EXCHANGE, INC. By:____________________________ ---------------------------- By:------------------------------ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESNORWEST BANK MINNESOTA, L.L.C., as Rights Agent By: __________________________________ N.A. By:---------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:____ ______________________________________________________________________________ (Sign exactly as your Please print name appears and address of transferee) 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 other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Date: ________________ __, ____ ____________________________ Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _PENNSYLVANIA REAL ESTATE INVESTMENT TRUST _________________________________ By: ____________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By:_______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ___________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:____________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ (Sign exactly as your name appears Attorney to transfer the within Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:______________________the within-named Company, with full power of substitution.

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: INTELIDATA TECHNOLOGIES CORPORATION _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Secretary Xxxx X. Xxxxxx, Xx. President and Chief Executive Officer Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent AMERICAN STOCK TRANSFER & TRUST By: :__________________________________ Authorized Signatory Signature 1/ The bracketed language shall be inserted only if applicable. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, __________________, Signature:_ ________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of January 4, 1999 ATTEST: BESTFOODS ----------------------------------- By: _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent FIRST CHICAGO TRUST COMPANY OF NEW YORK By: __________________________________ Authorized Signatory [Signature (Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificatecertificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto_______________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Certificate, Signature:together with all right, title and interest therein, and does hereby irrevocably constitute and appoints ____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________________ ______________________________________ Signature Signature Guaranteed: (Sign exactly as your name appears on Signatures must be guaranteed by a commercial bank or trust company or by a member of the other side of this Rights Certificate) Signature Guarantee:______________________New York Stock Exchange.)

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of February 23, 1998. [SEAL] ATTEST: SUNBURST HOSPITALITY CORPORATION By: _____________________________________, ATTEST_ By: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __:________________________________ Authorized Signatory Signature Date: [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:_____ _______________________________________________________________________________ (Sign exactly as your Please print name appears and address of transferee) _______________________________________________________________________________ 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 other side books of this Rights Certificate) the within-named Company, with full power of substitution. Dated: _________________, ____ ___________________________________ Signature GuaranteeSignature Guaranteed:__________________________________________________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________ __, ______ ATTEST: [Corporate Seal] RF MICRO DEVICES, INC. By: ------------------------------- ------------------------------------- Name: Name: Xxxxx X. Xxxxxxx Title: Title: President and Chief Executive Officer Countersigned: FIRST UNION NATIONAL BANK By: -------------------------------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ---------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________________ __, Signature:________________________________ (Sign exactly as your name appears on ---------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTYCTG Resources, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent Inc. By: ___________________________________ Name: Title: Countersigned: By: ______________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _____________________________ __________________________________, Signature:__________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:____________________________________________________________________________ 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 Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________________, 199___ ATTEST: STAPLES, INC. By: ------------------------------------------ ------------------------------- Secretary Title: ---------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent By: --------------------------------------- Authorized Signature (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature199_ ------------------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________ ATTEST: NEXMED, INC. [Corporate Seal] By _______________________________ By ______________________________________ Xxxxxx X. Xxx X. Xxxxxx Mo Vice President, ATTESTChief Financial Chairman of the Board of Directors, Officer Secretary President and Chief Executive Officer Countersigned: JP REALTYNORWEST BANK MINNESOTA, INC. N.A. By:________________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Authorized Signature [Form of Reverse Side of Rights Agent By: Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED ____________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power ___________________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) __________________________________, Signature:____________________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ __________________________________________ Signature Signature Medallion Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______ __, _______________________________, _ ATTEST: JP REALTYHUSSMANN INTERNATIONAL, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _______________________ Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ _______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ _____________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: UNITED DOMINION REALTY TRUST, INC. ________________________________ By: _____________________________________, ATTEST_ Secretary Title: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ________L.L.C. By __________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________ hereby sells, assigns and transfers unto ---------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on --------------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of [Corporate Seal] T CELL SCIENCES, INC. Attested: By _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES[Chairman, L.L.C., as Rights Agent By: Vice By __________________________________ Chairman, President or [Secretary or Assistant Secretary] Vice President] Countersigned: STATE STREET BANK AND TRUST COMPANY, as Rights Agent Authorized Signatory Date of countersignature: [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________ hereby sells, assigns and transfers unto _______________________________ (Please print name of transferee) (Please print and address of transferee) _______________________________ this Rights evidenced by this Rights 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: ___________________ __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its seal. Dated as of _______________ __, _______ SECURITY CAPITAL GROUP INCORPORATED By: -------------------------------- Name: Title: Attest:(SEAL) ------------------------------------ Name: Title: Countersigned: THE FIRST NATIONAL BANK OF BOSTON By: --------------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________ (Please print name and address of transferee) the Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________, Signature:________________________________ (Sign exactly as your name appears Attorney, to transfer the Rights evidenced by this Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:______________________the within-named Corporation, with full power of substitution.

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, 200__ ATTEST: NATIONAL AUTO CREDIT, INC. _______________________________ By _____________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of transferee) this Rights Certificate) Signature Guarantee:, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: _______________ ___, 200__ ____________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ ATTEST: [SEAL] SOUTHWEST BANCORP INC. By:____________________________ By:___________________________ Secretary President Countersigned: XXXXXX TRUST AND SAVINGS BANK, as RIGHTS AGENT By:____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ___________, _______________________, Signature:_________ ________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the Company. Dated Company and its corporate seal, dated as of ____________ __ , __________________________, . ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent BELLSOUTH CORPORATION By: __________________________ By: ______________________ Title: Title: Countersigned: ChaseMellon Shareholder Services, L.L.C., Rights Agent By _______________________ Authorized Signatory signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED __________________________ hereby sells, assigns and transfers unto ------------------------------------------------------------------ (Please print name of transferee) (Please print and address of transferee) this ------------------------------------------------------------------ ______________ Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, _ Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________________ __, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) -------------------------- Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________, ________________________, . ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: By ------------------------ ------------------------ Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as [Rights Agent By: __________________________________ Agent] By ---------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:_____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ Rights evidenced by 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 Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: LOWE'S COMPANIES, INC. ________________________________ By: ____________________________________ Secretary Name: __________________________________ Title: _____________________________ Countersigned: [RIGHTS AGENT] By __________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, ______________, Signature:_ ________________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of of____________, 19___. ATTEST: IKOS Systems, Inc. _____________________________________, ATTEST: JP REALTY, INC. _ By:_________________________________ NameTitle:______________________________ COUNTERSIGNED: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESBankBoston, L.L.C., as N.A. As Rights Agent By: _:_________________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:____ ________________________________________________________________________________ (Sign exactly as your name appears on the Name, address and social security or other side identifying number of this Rights Certificatetransferee) Signature Guarantee:___________________________________ (____________________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________, 19__ _____________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________, ATTEST: JP REALTY, INC. L.B. FOSTER COMPANY By:____________________________ Name: NameBy: Title: ---------------- ------------------ Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent AMERICAN STOCK TRANSFER & TRUST COMPANY By: __________________________________ -------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ---------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by -------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature----------- -- ----- ---------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, _____________________________, _ ATTEST: JP REALTY, XXXXXX INTERNATIONAL INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __By ________________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By___________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED __________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:____ _______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:_______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, 19__ _________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, ___________________________, . [SEAL] ATTEST: JP REALTY, INCTHE ELDEX-XXXXXXX XXXRES CORP. By:____________________________ Name: Name: Title: Title: --------------------------------------- ------------------------------ Secretary John X. Xxxxxxxxx President Countersigned: CHASEMELLON SHAREHOLDER SERVICESNORWEST BANK MINNESOTA, L.L.C., as Rights Agent N.A. By: __________________________________ --------------------------------- Authorized Signatory [Signature 44 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint unto__________________________________________, with full power __________________________________ (Please print name and address of substitution, to transfer said Rights on the books of the within-named Company. Dated: transferee) __________________________________, Signature:______________________________________________ (Sign exactly as your name appears 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 other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Dated: __________, ____ _______________________________ Signature Signature Guaranteed: 45 CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: INTELIDATA TECHNOLOGIES CORPORATION _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Secretary Jxxx X. Xxxxxx, Xx. President and Chief Executive Officer Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent AMERICAN STOCK TRANSFER & TRUST By: :__________________________________ Authorized Signatory Signature 1/ The bracketed language shall be inserted only if applicable. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, __________________, Signature:_ ________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of _______________ _____, 2000. ATTEST: KENNAMETAL INC. By: ----------------------------------- -------------------------------- Title: ----------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: -------------------------------- Authorized Signature B-2 79 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if that holder desires to transfer the Rights represented by the Rights Certificate) FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:________________________ ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _____________________________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this ________________________________________________________________________________ Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ as Attorney to transfer this Rights Certificate on the books of Kennametal Inc., with full power of substitution, to transfer said Rights on the books of the within-named Company. DatedDate: __________________________________, Signature. ----------------------------------- -------------------------------- Signature Signature Guaranteed:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: COLUMBIA LABORATORIES, INC. __________________________ By_________________________ [Assistant] Secretary Title: Countersigned: __________________________ By________________________ Authorized Signature [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 Certificates.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICEShereby sells, L.L.C., as Rights Agent By: assigns and transfers unto _______________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name of transferee) (Please print and address of transferee) this ________________________________________________________________________________ Rights evidenced by this Rights 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 Corporation, with full power of substitution. Dated: ____________ ___, ________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _ __________________________________, Signature_ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, ____. [SEAL] ATTEST: COLE XXXIONAL CORPORATION _____________________________________, ATTEST: JP REALTY, INC. _ By:_____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent NATIONAL CITY BANK By: ________:__________________________ Authorized Signatory [Signature 61 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint unto__________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________ __________________________________, Signature:______________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ 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 Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, _____. [SEAL] ATTEST: HON INDUSTRIES Inc. By: _____________________________________, ATTEST_ Name: JP REALTY, INC. Title: Countersigned: HARRIS TRUST AND SAVINGS BANK By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ (Please print name and address of transferee) this Right Certificate, together with full power of substitutionall right, to transfer said Rights on the books of the within-named Company. Dated: 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:_____ ____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________________________, ____, ATTESTAttest: JP REALTYOPTELECOM, INC. By:____: ________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ___________________________ Secretary Name: ____________________ Title: ___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ________________________ Authorized Signatory Signature Title: ______________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ____________________ hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, ____ ____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: __________________________________, Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of [Corporate Seal] BAY APARTMENT COMMUNITIES, INC. Attested: By _____________________________ Name: By _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: [Chairman, Vice [Secretary or Assistant Secretary] Chairman, President or Vice President] Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.[----------------------------], as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Authorized Signatory Date of countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________ hereby sells, assigns and transfers unto _______________________________ (Please print name and address of transferee) _______________________________ this Right Certificate, together with full power of substitutionall right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ __________________________________, Signature:__________ Signature Signature Guaranteed: _______________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________62

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of January 19, 2000 ATTEST: GATEWAY, INC. Secretary Title: Countersigned: UMB BANK, N.A., as Rights Agent By_____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:_____ _______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:_______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _____________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________________________ __, ATTEST: JP REALTY, INC. By:____________________________ ATTEST: ESSEX PROPERTY TRUST, INC. By -------------------------------- -------------------------------- Secretary Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESBANKBOSTON, L.L.C.N.A., as Rights Agent By: __________________________________ By -------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED ______________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto __________________________________, Signature:_____ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ -------------------------------- Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, 19___________________________, . ATTEST: JP REALTY, CHOICEPOINT INC. By:____________________________ Name: Name: By ---------------------------------- ------------------------------ Secretary Title: Title: [SEAL] Countersigned: CHASEMELLON SHAREHOLDER SERVICESSunTrust Bank, L.L.C., as Rights Agent By: __________________________________ Atlanta By ------------------------------- Authorized Signatory [Signature 65 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ,___________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:_____________ ------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ (Sign exactly as your name appears Attorney, to transfer the within Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:the within-named Company, with full power of substitution. Dated: ____________, 19___________ ---------------------------------- Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________. ATTEST: NORDSON CORPORATION _______________________ By: _________________________ Secretary Title: Countersigned: _______________________ By ____________________ [Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if the holder desires to transfer the Right certificate) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns assigns, and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:____ ________________________________________________________________________________ (Sign exactly Please print name and address of transferee) this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ___________________ as your name appears attorney, to transfer the Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:Nordson Corporation, with full power of substitution. Dated: ___________________________ ____________________________________ Signature Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________________. ATTEST: NORDSON CORPORATION ___________________________ By: _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Secretary Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ________________________________ By______________________________ Authorized Signatory 66 [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such the holder desires to transfer the Rights CertificateRight certificate) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________ hereby sells, assigns assigns, and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________________________, Signature:___ _______________________________________________________________________________ (Sign exactly Please print name and address of transferee) this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ___________________ as your name appears attorney, to transfer the Right Certificate on the other side books of this Rights Certificate) Signature Guarantee:Nordson Corporation, with full power of substitution. Dated: _________________ __________________________________ Signature Signature Guaranteed: CERTIFICATE ----------- (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its seal. Dated as of __________________________________April ___, ATTEST1997 SECURITY CAPITAL GROUP INCORPORATED By: JP REALTY, INC. By:____________________________ Name: ------------------------------------ Name: Title: Attest: (SEAL) ------------------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent THE FIRST NATIONAL BANK OF BOSTON By: __________________________________ -------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _______________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto _____________________________________________________ (Please print name and address of transferee) the Rights evidenced by this Right Certificate, Signature:together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________, Attorney, to transfer the Rights evidenced by this Right Certificate on the books of the within-named Corporation, with full power of substitution. Date: _______________, _______ ___________________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________, 19__. ATTEST: QUEST MEDICAL, INC. ______________________________ By: _______________________________ Xxxxxxxxxxxxx: XXXXXX XXXP, N.A. By:_____________________________________, ATTEST: JP REALTY, INC. By:_________ Authorized Signature (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns assigns, and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ______________________ __________________________________, Signature:_____________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:_______________________________________________________________________________ this Right Certificate, together with all right, title and interest in this Right Certificate, 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: ____________________, 19__ __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________________________December 11, 2000. ATTEST: JP REALTYSYBRON DENTAL SPECIALTIES, INC. By:____________________________ Name: Name: Title: --------------------------------------- By Secretary ------------------------------- Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICESEQUISERVE TRUST COMPANY, L.L.C., as Rights Agent By: __________________________________ N.A. By ------------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:______ ________________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _______________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________________________ _____, ATTEST: JP REALTY, INC. By:19____________________________ Name. ATTEST: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __UGI CORPORATION ________________________________ By:____________________________ Secretary Title: Countersigned: MELLON BANK (EAST) N.A. By:_____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint RECEIVED _________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:____ ______________________________________________________________________________ (Sign exactly as your Please print name appears on the other side and address of this Rights Certificatetransferee) Signature Guarantee:____________________________________________________________________________ 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: ____________________, 19___ ________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________, _________. ATTEST: W.W. Grainger, Inc. __________________________ Bx:_______________________ Secretary Countersigned: BankBoston, N.A. as Rights Agent By: __________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED______________________hereby sells, assigns and transfers unto_____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights 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:_____________________ , with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____ __________________________________, _ Signature:________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________

WITNESS. the facsimile signature signatures of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: LOWX'X XXMPANIES, INC. ________________________________ By: ____________________________________ Secretary Name: ____________________________ Title: ____________________________ 51 Countersigned: [RIGHTS AGENT] By __________________________ Authorized Signature 52 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: ____ __________________________________, Signature:________________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: 53 Certificate The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __,__ ATTEST: UNITRIN, INC. By --------------------------------- ---------------------------- Secretary Title: Countersigned: WACHOVIA BANK, NATIONAL ASSOCIATION By ------------------------------ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________________ hereby sells, ATTEST: JP REALTY, INC. By:assigns and transfers unto ____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________,________________, Signature:_______ __________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ________, _____________________________, . [SEAL] ATTEST: JP REALTY, BRUSH ENGINEERED MATERIALS INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: _______________________________ ----------------------------------- Name: Title: Countersigned: NATIONAL CITY BANK, N.A. By: ______________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED, the undersigned _______________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name of transferee) (Please print and address of transferee) this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution_ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ (Sign exactly as your name appears on ------------------ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the other side of this Rights Certificate) Signature Guaranteeappropriate boxes that:______________________

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of _________________ ATTEST: CELLSTAR CORPORATION _____________________________________, ATTEST: JP REALTY, INC. _ By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: __________________________________ Secretary Title:__________________________ Countersigned: TRANSFER AGENT By: _________________________ Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name of transferee) (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________________________________ hereby sells, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: assigns and transfers unto__________________________________, Signature:______ ________________________________________________________________________________ (Sign exactly as your name appears on the other side of PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE) this Rights Certificate) Signature Guarantee, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Corporation, with full power of substitution. Dated:________________________ ___________________________________ Signature Signature Guaranteed:

WITNESS. the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: SUMMIT BANKCORP. By ___________________ [Assistant] Secretary Title: Countersigned: ___________________________ By ___________________________ Authorized Signature [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 Certificates.) FOR VALUE RECEIVED _____________________________________, ATTEST: JP REALTY, INC. By:____________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICEShereby sells, L.L.C., as Rights Agent By: assigns and transfers unto _____________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ----------------------------------------------------------------------------- (Please print name of transferee) (Please print and address of transferee) this ----------------------------------------------------------------------------- Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________, with full power of substitution, _ Attorney to transfer said Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ____________ ___, _______________________, Signature:______ ___________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee:______________________Signature Guaranteed: 4