Common use of per Right Clause in Contracts

per Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make a cash payment, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

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

per Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares , but in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment may be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, ______. Attest: ▇▇▇▇'▇ INTERNATIONAL, INC. By: ----------------------------------- ----------------------------------- Secretary Title:

per Right. Subject to the provisions of the Rights Agreement, the Directors of the Company may exchange the Rights (other than any Rights which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, ____.

per Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share Share, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of __________________. ATTEST: SANDISK CORPORATION By Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Secretary Title: Chief Financial Officer Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Rights Agent By Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be exchanged by the Company in whole or in part for Common Stock of the Company under certain circumstances. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares , but in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any the time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: , Signature (Signature must conform in all respects to name of holder as set forth on the face of this Right Certificate, without alteration or enlargement or any change whatsoever.) Signature Guaranteed: The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Share Stock, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ____________, 19__.

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

per Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions that are integral multiples of one one-hundredth of a Preferred Share Share, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares or of any other securities of the Company which that may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereofhereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 19__.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of re- demption, in which event this certificate may become void with- out any further action by the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Share Stock, which may, at the election of the Company, be evidenced by depositary receipts. In re- ceipts), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting af- fecting shareholders (except as provided in the Rights AgreementAgree- ment), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory obliga- tory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . ATTEST: FIRST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC.

per Right. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share Share, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Rights Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: --------------------------------------

per Right. No fractional Series A Preferred Shares will Stock (other than fractions which are integral multiples of one-hundredth of a share of Series A Preferred Stock) are required to be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares , and in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, thereof the Company may make cause depositary receipts to be issued and/or a cash paymentpayment may be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends distributions or be deemed for any Purpose purpose the holder of the Series A Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to the shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, Company action or to receive notice of meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement; provided, however, that the Company's Articles of Incorporation may not be amended so as to adversely affect the rights, preferences and limitations of the Series A Preferred Stock without approval of (i) the holders of the then outstanding Rights and (ii) the holders of the then outstanding shares of Series A Preferred Stock. Such approval shall be by a majority vote, with the holders of the Rights and the holders of the Series A Preferred Stock voting together as a single voting group; provided further, however, that the holder of each share of Series A Preferred Stock shall have one vote and the holder of each Right shall have one one-hundredth of a vote with respect to each such amendment. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Rights Certificate may become null and void without any further action by the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Share Stock which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash payment, payment will be made as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company, dated as of ___________________, ___.

per Right. No fractional Preferred Shares shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares , but in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment may be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated as of ____________, ____. Attest: By: Title: Secretary 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 (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 Attorney to transfer the within Right Certificate on the books of the within- named Corporation, with full power of substitution. Dated: ____________, ____Signature Signature Guaranteed:

per Right. No fractional shares of Preferred Shares will Stock (other than fractions which are integral multiples of one-hundredth of a share) are required to be issued upon the exercise of any Right or Rights evidenced hereby, and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. Fractions As provided in the Rights Agreement, fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share Stock may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make a cash payment, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, 19__.

per Right. No fractional shares of Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth 1/1,000ths of a Preferred Share may, at the election share of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares), the Company may make but in lieu thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Rights Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions action affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights Right evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of this [______] day of [________________], 20__.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are one one-thousandth or integral multiples of one one-hundredth thousandth of a share of Preferred Share Stock, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificateholder, as such, of any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebythereby, nor shall anything contained herein or in the any Rights Agreement Certificate be construed to confer upon the holder hereofof any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or subscription rights, other distributions or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreementexercised. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. -B3- WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. ATTEST: _______________________________

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional Preferred Common Shares will be issued or other securities issuable upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing such fractional Preferred SharesCommon Shares or other securities, the Company may make a cash payment, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 20__.

per Right. No fractional Preferred Shares shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, represented hereby (at the election option of the Company, be evidenced represented by depositary receipts. In ), but in lieu of issuing fractional Preferred Sharesthereof, the Company may make a cash paymentpayment shall be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Right the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By: By: ------------------------------------- ------------------------------- Secretary Title: Countersigned:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one onetwo-hundredth thousandth of a share of Preferred Share Stock, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . By Name: Name: Title: Title: Countersigned: Authorized Signature

per Right. Subject to the provisions of the Rights Agreement, the Directors of the Company may exchange the Rights (other than any Rights which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________,____.

per Right. No fractional shares of Preferred Shares will Stock (other than fractions which are integral multiples of one one-thousandth (1/1000) of a share) are required to be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares , and in integral multiples of one one-hundredth of a Preferred Share may, at lieu thereof the election of the Company, Corporation may cause depositary receipts to be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make issued and/or a cash paymentpayment may be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Shares Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: NOVEN PHARMACEUTICALS, INC. By ---------------------------------------- ------------------------------- [Assistant] Secretary Title:

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional Preferred Common Shares will be issued or other securities issuable upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing such fractional Preferred SharesCommon Shares or other securities, the Company may make a cash payment, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, 19__.

per Right. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Share mayStock), at the election of the Company, be evidenced by depositary receipts. In but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Rights Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 1998

per Right. Subject to the provisions of the Rights Agreement, the Trust, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Trust. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares hereby but in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company Trust which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Trust or any right to vote for the election of directors trustees or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate trust action, or or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or dividends, subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Trust. Dated as of ___________.

per Right. No Subjection to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged by the Company at its option at an exchange ratio of one Common Share per Right. The Rights Agreement may be supplemented and amended by the Company as provided therein. The Company is not required to issue fractional Preferred Common Shares will be issued or other securities issuable upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts. In lieu of issuing such fractional Preferred SharesCommon Shares or other securities, the Company may make a cash payment, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the Preferred Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise of the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -------------- , 20-- ATTEST: INTERGRAPH CORPORATION By ------------------------------ --------------------- Secretary Title:

per Right. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby. Fractions of Preferred Shares in hereby (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Share Stock, which may, at the election of the Company, be evidenced by depositary receipts. In ), but in lieu of issuing fractional Preferred Shares, the Company may make thereof a cash paymentpayment will be made, as provided in the Rights Agreement, or take such other action permissible under applicable law as the Company's Board of Directors deems appropriate. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any Purpose purpose the holder of the a share of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise of the Right or Rights represented herebyhereof, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ 20__. ATTEST: NEW NISOURCE INC. By ---------------------------------- Secretary Title: Countersigned: By ----------------------------------- Authorized Signature 42 [Form of Reverse Side of Right Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)