Common use of per Right Clause in Contracts

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 shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse 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 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: (To be completed if applicable) 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 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 shares of Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of __________________. ATTEST: SANDISK CORPORATION By Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary Title: Chief Financial Officer Countersigned: XXXXXX TRUST AND SAVINGS BANK, as Rights Agent By Authorized Signatory Form of Reverse Side of Right Certificate] 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 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: (To be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights evidenced (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 may shall be exchanged by entitled to receive upon surrender hereof another Right Certificate or Certificates for the Company in number of whole or in part for Common Stock of the Company under certain circumstancesRights not exchanged. No fractional shares of Common Preferred Stock will are required to be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Stock or the shares of any other securities of the Company capital stock which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse 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 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: (To be completed if applicable) 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 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 shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock shares or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated as of ____________, ____. Attest: 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, Attorney to transfer the within Right Certificate on the books of the within within- named CompanyCorporation, 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: (To be completed if applicable) 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 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 shares of Common Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Units of Series A Preferred Stock or of any other securities of the Company which that may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of , . CHENIERE ENERGY, INC. By: Name: Title: COUNTERSIGNED: U.S. STOCK TRANSFER CORP. as Rights Agent By: Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate] Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within within-named Company, with full power of substitution. DatedDATED: , 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: (To Signatures must be completed if applicable) The undersigned hereby certifies that the Rights evidenced guaranteed by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined a participant in the Rights Agreement)a Securities Transfer Association Inc. recognized signature guarantee medallion program.

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by 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 Right Certificate certificate may be exchanged become void with- out any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary re- ceipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders af- fecting shareholders (except as provided in the Rights AgreementAgree- ment), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory obliga- tory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by WITNESS 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 facsimile signature of the within named Companyproper officers of the Company and its corporate seal. Dated as of . ATTEST: FIRST XXXXXXXX XXXXX, 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 whatsoeverINC.) Signature Guaranteed: (To be completed if applicable) 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 Rights evidenced by 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 Right Certificate certificate may be exchanged become void without any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by WITNESS 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 facsimile signature of the within named Company, with full power proper officers of substitutionthe Company and its corporate seal. DatedDated as of . By Name: , 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 GuaranteedName: (To be completed if applicable) 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).Title: Title: Countersigned: Authorized Signature

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by 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 Right Certificate certificate may be exchanged become void without any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Right any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereofof the Rights represented thereby, nor shall anything contained herein or in the any Rights Agreement or herein Certificate be construed to confer upon the holder hereofof any Rights Certificate, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or subscription rights, other distributions or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreementexercised. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by -B3- WITNESS 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 facsimile signature of the within named Company, with full power proper officers of substitutionthe Company and its corporate seal. DatedDated as of ___________. ATTEST: , 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: (To be completed if applicable) 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. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be exchanged be, and under certain circumstances are required to be, redeemed by the Company Corporation at a redemption price of $0.001 (Canadian) per Right, subject to adjustment in whole or in part for Common Stock of the Company under certain circumstancesevents. No fractional shares of Common Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock Shares or of any other securities of the Company which may at the any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse 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 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: (To be completed if applicable) 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. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be exchanged be, and under certain circumstances are required to be, redeemed by the Company Corporation at a redemption price of $0.001 (Canadian) per Right, subject to adjustment in whole or in part for Common Stock of the Company under certain circumstancesevents. No fractional shares of Common Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock Shares or of any other securities of the Company which may at the any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form WITNESS the facsimile signature of Reverse the proper officers of Right Certificate] FORM OF ASSIGNMENT the Corporation and its corporate seal. Date: FANTOM TECHNOLOGIES INC. -------------------------- Authorized Signature -------------------------- Authorized Signature Countersigned: CIBC MELLON TRUST COMPANY -------------------------- Authorized Signature (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: The undersigned hereby irrevocably elects to exercise -------------------------- whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such shares be issued in the Right Certificate.) FOR VALUE RECEIVED hereby sellsname of: --------------------------------- Name --------------------------------- Address --------------------------------- --------------------------------- Social Insurance, 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 Company, with full power of substitution. DatedSocial Security or Other Taxpayer Identification Number ----------------------------------------- DATED: , ------------------------------------ Signature (Signature must conform in all respects correspond to name of holder as set forth on written upon the face of this Right CertificateRights Certificate in every particular, without alteration or enlargement or any change whatsoever) ------------------------------ Signature Guaranteed Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company or by a medallion guarantee by a member firm of the Securities Transfer Agents Medallion Programme.) Signature Guaranteed: (To be completed if applicable) 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 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 shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common a share of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ 20__. ATTEST: NEW NISOURCE INC. By ---------------------------------- Secretary Title: Countersigned: By ----------------------------------- Authorized Signature 42 [Form of Reverse Side of Right Certificate] ) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) 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 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: (To be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding Rights evidenced (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 may shall be exchanged by entitled to receive upon surrender hereof another Right Certificate or Certificates for the Company in number of whole or in part for Common Stock of the Company under certain circumstancesRights not exchanged. No fractional shares of Common Preferred Stock will are required to be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Stock or the shares of any other securities of the Company capital stock which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse 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 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: (To be completed if applicable) 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 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 shares of Common Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Units of Series A Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of , . ASK JEEVES, INC. By: Name: Title: COUNTERSIGNED: FLEET NATIONAL BANK, N.A. as Rights Agent By: Authorized Signatory Name: Title: B–3 Form of Reverse Side of Right Certificate] Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within within-named Company, with full power of substitution. DatedDATED: , 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: (To Signatures must be completed if applicable) guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by 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 Right Certificate certificate may be exchanged become void without any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by WITNESS 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 facsimile signature of the within named Company, with full power proper officers of substitutionthe Company and its corporate seal. 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 whatsoever19__.) Signature Guaranteed: (To be completed if applicable) 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 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 shares of Common Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Units of Series A Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [WITNESS the signature of the proper officers of the Company and its corporate seal. QRS CORPORATION By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate] Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within within-named Company, with full power of substitution. DatedDATED: , 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: (To Signatures must be completed if applicable) The undersigned hereby certifies that the Rights evidenced guaranteed by this Right Certificate are not beneficially owned by a participant in an Acquiring Person or an Affiliate or Associate thereof ("eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the Rights Agreement)Securities Exchange Act of 1934, as amended.

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 shares Series A Preferred Stock (other than fractions which are integral multiples of Common Stock will 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, but and in lieu thereof the Company may cause depositary receipts to be issued and/or a cash payment will may be made, as provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of Common Series A Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders 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 stockholders 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. [Form of Reverse 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 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: (To be completed if applicable) 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 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 shares of Common Stock 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, but in at the election of the Company, be evidenced by depositary receipts. In lieu thereof of issuing fractional Preferred Shares, the Company may make a cash payment will be madepayment, 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 Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose Purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at the any time be issuable on the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse 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 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: (To be completed if applicable) 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 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 shares of Common Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Units of Series A Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory binding 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 January , 2002. i2 TECHNOLOGIES, INC. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate] Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within within-named Company, with full power of substitution. DatedDATED: , 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: (To Signatures must be completed if applicable) guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. CERTIFICATE The undersigned hereby certifies that the Rights evidenced by this Right Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement).. Signature

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 shares of Common Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Units of Series A Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of . VALUECLICK, INC. By: Name: Title: COUNTERSIGNED: MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: B-2 Form of Reverse Side of Right Certificate] Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within within-named Company, with full power of substitution. DatedDATED: ________________________, ____ 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: (To Signatures must be completed if applicable) The undersigned hereby certifies that the Rights evidenced guaranteed by this Right Certificate are not beneficially owned by a participant in an Acquiring Person or an Affiliate or Associate thereof ("eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the Rights Agreement)Securities Exchange Act of 1934, as amended.

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 Rights evidenced by at the time of redemption, in which event this Right Rights Certificate may be exchanged become void without any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Attest: XXXXXXX MANUFACTURING CO., INC. By: By: Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By: Title: [Form of Reverse Side of Right Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, hereby sells, assigns and transfers unto (Please please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Rights Certificate on the books of the within 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.) . Medallion Signature Guaranteed: (To be completed if applicable) 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 Subjection 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 at its option at an exchange ratio of one Common Stock of Share per Right. The Rights Agreement may be supplemented and amended by the Company under certain circumstancesas provided therein. No The Company is not required to issue fractional shares of Common Stock will be issued Shares or other securities issuable upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, but in lieu thereof the Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at the any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by WITNESS 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 facsimile signature of the within named Companyproper officers of the Company and its corporate seal. Dated as of -------------- , with full power of substitution. Dated20-- ATTEST: , 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: (To be completed if applicable) 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).INTERGRAPH CORPORATION By ------------------------------ --------------------- Secretary Title:

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 evidenced by this Right Certificate may be exchanged become null and void without any further action by the Company in whole or in part for Common Stock of the Company under certain circumstancesCompany. No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at the any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. [Form of Reverse of Right Certificate] FORM OF ASSIGNMENT (To be executed by WITNESS 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 facsimile signatures of the within named proper officers of the Company, with full power dated as 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: (To be completed if applicable) 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).