Common use of WITNESS Clause in Contracts

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 20__. ATTEST: ____, 200__. SELECTICA, INC. ______________________ By:_____________________ Secretary Title: Countersigned: [Rights Agent] By:____________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED______________________________________ [Title] ATTEST: ___________________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATIONhereby sells, as Rights Agent Byassigns and transfers unto__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _____________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, 20___ ________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____, 200__. SELECTICA, [SEAL] ATTEST: ALLEX XXXECOM INC. By: ____________________________________ By:________________________________ [Assistant] Secretary [Name] [Title] ATTESTCountersigned: ___HARRXX XXXST COMPANY OF NEW YORK By:_________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Authorized Signature 47 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 ________RECEIVED, __________________ hereby sells, assigns and transfers unto unto______________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ __________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, _________, 200__. SELECTICA, INC. _ ATTEST: (SEAL) BURLINGTON NORTHERN SANTA FE CORPORATION By: __________________ By: __________________ Name: Name: Title: Title: Countersigned: ____________________________________ [Title] ATTESTBy: ____________________________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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 _____________________________________________________________ ________________________________________hereby sells, assigns and transfers unto________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedDate: _____________________, _______ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 2001. ATTEST: iPARTY CORP. ____, 200__. SELECTICA, INC. _______________________ By:_________________________________ Secretary Sxx Xxxxxxxx Chief Executive Officer Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:__________________________ Name: Title: 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED__________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ___. _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________________, 200__. SELECTICA________, INC. ATTEST: MIM CORPORATION By:__________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By:____________________________________ Authorized Signatory [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 __________________________ RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights represented evidenced by this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney________________, with full power of substitution, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______, Signature: ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or (Sign exactly as your name appears on the other eligible institution participating in a recognized signature guarantee medallion program.side of this Rights Certificate)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. seal Dated as of _________________, 200__. SELECTICA, INC. ------------------ TRICO BANCSHARES By: ____________________________________ [----------------------------------- Its: ------------------------------- Title] ATTEST: ____________________________________ [Title] ----------------------------- Countersigned: U.S. STOCK TRANSFER CORPORATIONMELLON INVESTOR SERVICES LLC, as Rights Agent By__________________________________ : ----------------------------------- Its: ------------------------------- Title: ----------------------------- [TitleFORM OF REVERSE SIDE OF RIGHT CERTIFICATE] 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 _____________________________________________________________ __________________unto______________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Dated as of ------------------ ------------------------------------------ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember or a participant in the Securities Transfer Agent Medallion Program, trust company, broker, dealer the New York Stock Exchange Medallion Signature Program or other eligible institution participating in a recognized signature guarantee medallion programthe Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of November 13, 1998. [SEAL] ATTEST: ENGELHARD CORPORATION By: _________________, 200__. SELECTICA____ By: _________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, INC. L.L.C., as Rights Agent By: ____________________________________ [Title] ATTESTAuthorized Signature Date: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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 Guaranteed: _________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, commercial bank or trust company, broker, dealer company or other eligible institution participating in by a recognized signature guarantee medallion programmember of the New York Stock Exchange.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC-------------- ATTEST: NEW CENTURY EQUITY HOLDINGS CORP. By: ____________________________________ [Title] ATTEST---------------------------------------- Name: ____________________________________ [Title] Title Countersigned: U.S. STOCK TRANSFER CORPORATIONTHE BANK OF NEW YORK TRUST COMPANY, as N.A., Rights Agent By__________________________________ [Title] : ----------------------- Authorized Signature 3 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 ________________RECEIVED, __________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedDated : ____________________________ ____________________________________ ------------------- -------------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.-----------------------

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. seal Dated as of _________________, 200__. SELECTICARIBOZYME PHARMACEUTICALS, INC. By: :____________________________ Its:________________________ Title:______________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:_______________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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) ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________:__________________ __________________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember or a participant in the Securities Transfer Agent Medallion Program, trust company, broker, dealer the New York Stock Exchange Medallion Signature Program or other eligible institution participating in a recognized signature guarantee medallion programthe Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _________________, 200__. SELECTICA___ ATTEST: XXXX, INC. ________________________ By: ____________________________________ [Title] ATTEST__________, ______Secretary Name: ____________________________________ [Title] : ____________________________________ Countersigned: U.S. STOCK TRANSFER CORPORATIONEQUISERVE TRUST COMPANY, as Rights Agent N.A. By: ____________________________________ Name: ____________________________________ Title:____________________________________ [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) _______ Rights represented by this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: _______________, ______ _____________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bankan eligible guarantor institution (including banks, trust companystockbrokers, brokersavings and loan associations, dealer or other eligible institution participating clearing agencies and credit unions with membership in a recognized an approved signature guarantee medallion program.) pursuant to Rule 17Ad-15 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 1999. ATTEST: RESORTQUEST INTERNATIONAL, INC. ____, 200__. SELECTICA, INC. By: ____________________________________ By:____________________________ [Secretary or Assistant Name: Secretary] Title] ATTEST: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:____________________________________ Name: Title: [TitleForm of Reverse Side of Right Certificate] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent ByFORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED____________________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________. ____________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: ____________________________________ [Title] . ATTEST: ____________________________________ [DEL GLOBAL TECHNOLOGIES CORP. --------------------------------- By: --------------------------------- Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATIONMellon Investor Services LLC, as As Rights Agent By__________________________________ [Title] : ------------------------------ 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 ________RECEIVED, __________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ___________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedDated : ____________________________ ____________________________________ Signature Signature Guaranteed: __________________________ Signatures must be guaranteed by a bankparticipant in the Securities Transfer Agent Medallion Program, trust companythe Stock Exchanges Medallion Program or the New York Stock Exchange, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programInc. Medallion Signature Program.

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

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [ ], 2000. [SEAL] ATTEST: GENTIVA HEALTH SERVICES, INC. By: By: ------------------------------ ------------------------------ Name: Name: Title: Title: Countersigned: [ ], as Rights Agent By: ----------------------------- Authorized Signature Date: [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 _________________, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ----------------------------------- Signature Signature Guaranteed: ---------------------------------------------------------- (Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.) CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____, 200__. SELECTICA[SEAL] ATTEST: DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] -------------------------------- --------------------------- Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent HARRXX XXXST AND SAVINGS BANK By__________________________________ [Title] : ------------------------------ Authorized Signature 49 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 ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ---------- ----- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed 50 CERTIFICATE The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: ______________. Attest: AGOURON PHARMACEUTICALS, INC. By _________________, 200__. SELECTICA, INC. By: _________ By _______________________________ [Title] ATTEST: Title ______________________ Title ____________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATIONCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent By_________L.L.C. By _________________________ [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 RECEIVED, _______________________________ hereby sells, assigns and transfers unto _____________________________________________________________ _________________---------------- --------------------------------------------------------------- (please print name and address of transferee) _______________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ . ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankan Eligible Guarantor Institution, trust company, broker, dealer or other eligible institution participating as defined in a recognized signature guarantee medallion programRule 17Ad-15 under the Securities Exchange Act of 1934.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ATTEST: NEXMED, INC. [Corporate Seal] By ______, 200__. SELECTICA, INC. By: _______________________ By ______________________________________ [Title] ATTESTXxxxxx X. Xxx X. Xxxxxx Mo Vice President, Chief Financial Chairman of the Board of Directors, Officer Secretary President and Chief Executive Officer Countersigned: ____NORWEST BANK MINNESOTA, N.A. By________________________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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) ______________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ __________________________________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __, ____ ATTEST: HUSSMANN INTERNATIONAL, INC. ___________, 200__. SELECTICA, INC. ____________ By: _______________________ Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: ____________________________________ [TitleSEAL] ATTEST: ____________________________________ [DIEBXXX, XXCORPORATED By: ----------------------------------- ----------------------------------- Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATIONTHE BANK OF NEW YORK, as Rights Right Agent By__________________________________ [Title] : Date: -------------------------------- ------------------------ Authorized Signatory 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed 45 CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. ATTEST: L. B. FOSTER COMPANY By: ____________________________________ [Title] ATTEST: _________By:___________________________ [Secretary Title] : Countersigned: U.S. AMERICAN STOCK TRANSFER CORPORATION, as Rights Agent & TRUST COMPANY By_______:___________________________ Authorized Signature [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 __________________________ RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ ------------------------------------------------------------------------------ this Rights represented by this Right Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ _________, _____ ____________________________________ ------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, _________, 200__. SELECTICA, INC. By: ____________________________________ [TitleSEAL] ATTEST: ____________________________________ [ENPRO INDUSTRIES, INC. By: ------------------------------- Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent THE BANK OF NEW YORK By__________________________________ [Title] : ------------------------------ Authorized Signatory B-3 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 ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ ------------------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated Dated: ATTEST: MPOWER HOLDING CORPORATION By: By: ------------------------------ ---------------------------- Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ----------------------------- Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_________________, 200__. SELECTICA, INC. By: ___________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___, 200__ ________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 200_________. SELECTICAATTEST: W.W. Grainger, INC. Inc. __________________________ Bx:_______________________ Secretary Countersigned: BankBoston, N.A. as Rights Agent By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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 RECEIVED______________________hereby sells, assigns and transfers unto _____________________________________________________________ ____unto____________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: :_________________________ , ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.Signature

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: LOWX'X XXMPANIES, INC. _______, 200__. SELECTICA, INC. _______________________ By: ____________________________________ [Title] ATTESTSecretary Name: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ 51 Countersigned: [TitleRIGHTS AGENT] By __________________________ Authorized Signature 52 [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed 53 Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200________. SELECTICAATTEST: CONVERGYS CORPORATION _________________________ By:____________________________ Secretary Title:___________________________ Countersigned: THE FIFTH THIRD BANK, INC. Rights Agent By: :_____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto _________________________________________________________________ [Title] ATTEST: (Please print name and address of transferee) ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, _______ _________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed :_________________________________ Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 200__ ATTEST: NATIONAL AUTO CREDIT, INC. _________, 200__. SELECTICA____________________ By _____________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, INC. By: assigns and transfers unto _______________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated: ____________________________ ___, 200______ ____________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers a duly authorized officer of the Company and its corporate seal. Dated as of _________ __, _________, 200___ Attest: TRAVELERS PROPERTY CASUALTY CORP. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: __________By:__________________________ Secretary Title: [TitleSEAL] Countersigned: U.S. STOCK TRANSFER CORPORATIONEQUISERVE TRUST COMPANY, as Rights Agent N.A. By___________:_______________________ [Title] Form of Reverse Side of Right Certificate Authorized Signature FORM OF REVERSE SIDE OF CLASS A RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Class A Rights Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ this Class A Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Class A Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated: ____________________________ ____________________________________ , ------------------ ----- ----------------------- Signature Signature Guaranteed: Signatures must FORM OF ELECTION TO PURCHASE (To be guaranteed executed if holder desires to exercise Rights represented by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthe Rights Certificate.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the ___ day of _________, ____. INTEGRATED MEASUREMENT SYSTEMS By: ----------------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: ----------------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_________________, 200__. SELECTICA, INC. By: ________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _____________________________________________________________________________ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: ____________________________ _______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer dealer, credit union or savings association or other eligible institution participating entity that is a member in good standing of a recognized signature guarantee medallion program.program approved by the Securities Transfer Association, Inc.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated , dated as of _________________December 20, 200__2000. SELECTICA, Attest: XXXXXX ENGINEERING GROUP INC. By: ________By ____________________________ [Title] ATTEST: ________By ____________________________ [Name: Name: Title] : Title: Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By______MELLON INVESTOR SERVICES LLC By ____________________________ [Name: Title] : 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ , (Please print name Name, address and address social security or other identifying number of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ Attorney(____________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints __________________ attorney to transfer said Rights on the books of the within-named Company, Xxxxxx Engineering Group Inc. with full power of substitution. Dated: __________________________, 20__ ____________________________________ Signature (Signature) Signature Guaranteed: Signatures must Certificate ----------- (to be guaranteed completed, if true) The undersigned hereby certifies that the Rights represented by this Right Certificate are not Beneficially Owned by a bank15% Stockholder or an Affiliate or Associate of a 15% Stockholder (as such capitalized terms are defined in the Rights Agreement). Dated: __________________, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.20__ ___________________________________ (Signature) Signature Guaranteed: Form of Reverse Side of Right Certificate (continued)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, ----------- -- ATTEST: ARMCO INC. ByBy --------------------------- --------------------------- Secretary Title: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ FIFTH THIRD BANK By--------------------------- Authorized Signature - 4 - [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, --------------- to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ , ---------------- ----- ----------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: COLUMBIA LABORATORIES, INC. ________, 200__. SELECTICA, INC. ________________ By_________________________ [Assistant] Secretary Title: Countersigned: __________________________ By________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED ___________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ____________ ____________, _____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: _________________, 200__. SELECTICA, INC. _ CANNONDALE CORPORATION By: ____________________________________ [Title] ATTESTName: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [TitleCountersigned: [ RIGHTS AGENT ] 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 ___By: _______________________ hereby sells, assigns and transfers unto ______________________________________Name: _______________________ _________________________________________________________Title: _______________________ A-3 38 [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns, and transfer unto (Please print name and address of transferee) _______ This Rights represented by this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyattorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ________Signature: ____________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, _______, 200__. SELECTICA, INC[SEAL] ATTEST: THE ELDEX-XXXXXXX XXXRES CORP. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] ----------------------------------- ------------------------------- Secretary John X. Xxxxxxxxx President Countersigned: U.S. STOCK TRANSFER CORPORATIONNORWEST BANK MINNESOTA, as Rights Agent N.A. By__________________________________ [Title] : ------------------------------ Authorized Signature 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed 45 CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature seal of the proper officers Corporation and the facsimile signatures of its duly authorized officers. DATED: Countersigned: NORTH AMERICAN TRANSFER CO. Xxx 000, Xxxxxxxx, XX 00000 TRANSFER AGENT BY: AUTHORIZED SIGNATURE ATEC GROUP, INC.[Corporate Seal] [Signature] [Signature] AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE ================================================================================ The following abbreviations, when used in the Company inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and its corporate seal. Dated not as of tenants in common UNIF GIFT MIN ACT - _________________, 200_Custodian__________________ (Cust) (Minor) under Uniform Gifts to Minors ACT_______________ (State) Additional abbreviations may also be used though not in the above list. SELECTICAFor Value Received, INC. By: ___________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- ________________________________________________________________________________ [Title] ATTEST: (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ______________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Shares of the stock represented by a bankthe within Certificate, trust company, broker, dealer or other eligible institution participating and do hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in a recognized signature guarantee medallion program.the premises. Dated ________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of October 19, 2018. THE ULTIMATE SOFTWARE GROUP, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer COUNTERSIGNED: COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: AVP Relationship Manager 3 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 _________________, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: hereby sells, assigns and transfers unto ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ __________Signature __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, trust companystockbroker, broker, dealer savings and loan association or other eligible institution participating credit union with membership in a recognized an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of February 23, 1998. [SEAL] ATTEST: SUNBURST HOSPITALITY CORPORATION By: _________________, 200__. SELECTICA, INC. _______ By: _________________________ Name: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By:________________________________ Authorized Signature Date: [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________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ______________________unto_______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: :__________________________________________________________ (Signatures must be guaranteed by a bank, commercial bank or trust company, broker, dealer company or other eligible institution participating in by a recognized signature guarantee medallion programmember of the New York Stock Exchange.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ___, 200__. SELECTICA_ MEDSOURCE TECHNOLOGIES, INC. By: __------------------------------ Name: Title: Attest: ----------------------------------- [Assistant] Secretary Countersigned: [RIGHTS AGENT] By: ------------------------------- Authorized Signatory (FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers transfer unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated: _______________________, _____ ____________________________________ --------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. ATTEST: NORDSON CORPORATION ___________________________ By: ______________________________ Secretary Title: Countersigned: ____________________________________ [Title] ATTEST: ______By______________________________ 66 [TitleReverse Side of Right Certificate] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By____FORM OF ASSIGNMENT (To be executed by the registered holder if the holder desires to transfer the Right certificate) FOR VALUE RECEIVED ______________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED hereby sells, assigns, and transfers unto __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyas attorney, to transfer said Rights the Right Certificate on the books of the within-named CompanyNordson Corporation, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- (Applicable to Form of Assignment) The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________April ___, 200__. SELECTICA, INC. 1997 SECURITY CAPITAL GROUP INCORPORATED By: ------------------------------------ Name: Title: Attest: (SEAL) ------------------------------------- Name: Title: Countersigned: THE FIRST NATIONAL BANK OF BOSTON By: -------------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ the Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ , Attorney, to transfer said the Rights evidenced by this Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. DatedDate: _____________________, _______ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: . LOWE'S COMPANIES, INC. _______, 200__. SELECTICA, INC. _______________________ By: ____________________________________ [Title] ATTESTSecretary Name: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ Countersigned: [TitleRIGHTS AGENT] By __________________________ Authorized Signature [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: INTELIDATA TECHNOLOGIES CORPORATION _______, 200__. SELECTICA, INC. By: ____________ By:__________________________ Secretary Xxxx X. Xxxxxx, Xx. President and Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST By:__________________________________ Authorized Signature 1/ The bracketed language shall be inserted only if applicable. [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ __, 20020__. SELECTICA, INC. _ THQ Inc. ATTEST: By: ____________________________________ [By: ------------------------------ ------------------------------------- Name: Name: Title] ATTEST: ____________________________________ [Chief Executive Officer Title] : Senior Vice President-Finance and President & Administration, Chief Financial Officer and Secretary Countersigned: U.S. STOCK TRANSFER CORPORATION, as [Rights Agent Agent] By__________________________________ [: ----------------------------- Name: 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 _______________________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________, 20___ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 1999 ATTEST: ASARCO CYPRUS INCORPORATED _______, 200__. SELECTICA, INC. ____________ By_________________________ Secretary Title: Countersigned: [THE BANK OF NEW YORK] By_________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed 48 Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 20__ THQ Inc. ATTEST: By: By: -------------------------------- -------------------------------- Name: Name: Title: Chief Executive Officer Title: Senior Vice President-- and President Finance & Administration, Chief Financial Officer and Secretary Countersigned: [Rights Agent] By: ----------------------------- Name: Title: FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such HOLDER DESIRES TO TRANSFER THE RIGHTS CERTIFICATE.) FOR VALUE RECEIVED _____________, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ , 20 --------------------- ---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ____________, _____. ATTEST: SEMX CORPORATION _________________, 200__. SELECTICA_____________ By:___________________________ Secretary Title:________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, INC. Rights Agent By: :____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto _____________________________________________________ [Title] ATTEST: (Please print name and address of transferee) ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: __________________, ______ --------------------------- Signature Signature Guaranteed:__________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ __, 200__. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [TRISM, INC. --------------------------- By: --------------------------- Secretary Title] : Countersigned: U.S. CONTINENTAL STOCK TRANSFER CORPORATION, as & TRUST COMPANY As Rights Agent By__________________________________ : --------------------------- Authorized Signature [TitleFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] 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 Rights Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ___________________________________hereby sells, assigns and transfers unto_____________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ --------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________. ATTEST: NORDSON CORPORATION __, 200__. SELECTICA, INC. ___________________ By: _________________________ Secretary Title: Countersigned: _______________________ By ____________________ [Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if the holder desires to transfer the Right certificate) FOR VALUE RECEIVED ________________________________________ [Title] ATTEST: hereby sells, assigns, and transfers unto ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyas attorney, to transfer said Rights the Right Certificate on the books of the within-named CompanyNordson Corporation, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, ________, 200__. SELECTICA_ ATTEST: XXXX XX INDUSTRIES, INC. By: ____________________________________ [Title] ATTESTBy: ______________________ Secretary Title: Countersigned: By:_____________________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 ______________________________________________ hereby sells, assigns and transfers unto ________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _____________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, 19__ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __, ____ ATTEST: MIDAS GROUP, INC. ___________, 200__. SELECTICA, INC. ____________ By:_____________________________ Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By:_____________________ Authorized Signature B-4 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of January 4, 1999 ATTEST: BESTFOODS _________________, 200__. SELECTICA, INC. _________________ By: ___________________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ________________________________ [TitleAuthorized Signature 68 (Form of Reverse Side of Rights Certificate] ATTEST: FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights certificate.) FOR VALUE RECEIVED ____________________________________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ _____________________________________________________________ (Please print name and address of transferee) _____________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint appoints ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA[Corporate Seal] T CELL SCIENCES, INC. ByAttested: _By ___________________________________ Name: Title: [Title] ATTEST: __Chairman, Vice By __________________________________ Chairman, President or [TitleSecretary or Assistant Secretary] Vice President] Countersigned: U.S. STOCK TRANSFER CORPORATIONSTATE STREET BANK AND TRUST COMPANY, as Rights Agent By__________________________________ Authorized Signatory Date of countersignature: [Title] 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: ___________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. DatedSignature Signature Guaranteed: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, _______, 200__. SELECTICAATTEST: METLIFE, INC. By: ____________________________________ [Title] ATTEST: ___________By_________________________ [Secretary Title] : Countersigned: U.S. STOCK TRANSFER CORPORATIONCHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By__________________________________ Authorized Signature 54 [Title] 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) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-within named Company, with full power of substitution. Dated: :________________________, ____ ____________________________________ Signature Signature Signatures Guaranteed: Signatures must be guaranteed The undersigned hereby certifies that (1) the Rights evidenced by a bankthis Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, _________, 200__. SELECTICA[SEAL] ATTEST: PENTON MEDIA, INC. By: ____________________________________ [--------------------------------- ----------------------------------- Name: Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent HARRXX XXXST AND SAVINGS BANK By__________________________________ [Title] : ---------------------------- Authorized Signature 48 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 ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ ----------, ---- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed 49 CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA______, 20__ ATTEST: MATRIA HOLDING COMPANY, INC. ____________________________ By: Secretary Title: Countersigned: SunTrust Bank By:_________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_______________________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ , 20_________. ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.Signature

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ______, 200__. SELECTICA_ ATTEST: [Corporate Seal] RF MICRO DEVICES, INC. By: _------------------------------- ------------------------------------- Name: Name: Xxxxx X. Xxxxxxx Title: Title: President and Chief Executive Officer Countersigned: FIRST UNION NATIONAL BANK By: -------------------------------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED ___________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ ---------------------------------------------- (Please print name and address of transferee) _______ ------------------------------------------------------------------------------ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___________, ______ ____________________________________ ---------------------- Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19__. ATTEST: NCI BUILDING SYSTEMS, INC. By: -------------------------------- ---------------------------------- Secretary Its: --------------------------------- Countersigned: -------------------------------- By: ----------------------------- Authorized Signature 49 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______, 200__. SELECTICA_________________ hereby sells, INC. By: assigns, and transfers unto_____________________________________________________ [Title] ATTEST: (Please print name and address of transferee) ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyattorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, ____________ ____________________________________ . ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondence in a recognized signature guarantee medallion program.the United States. ------------------------------------------------ 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). ------------------------------------ Signature

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: ________, ____________________________ . ENERGEN CORPORATION By ------------------------------------- Its ------------------------------------- By ------------------------------------- Its ------------------------------------- ----------------------------- Secretary COUNTERSIGNED: ----------------------------- ----------------------------- By --------------------------- Authorized Signature [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ -------------------, -------. ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________ ____, _____ ATTEST: MALLON RESOURCES CORPORATION Bx: __________, 200__. SELECTICA, INC. ____________ By: __________________________ Secretary President and Chief Executive Officer Countersigned: SECURITIES TRANSFER CORPORATION By: ____________________________________ Authorized Officer [TitleForm of Reverse Side of Rights Certificate] ATTEST: _______FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint _____________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATIONAttorney, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sellswithin Rights Certificate on the books of the within-named Company, assigns and transfers unto ________________________________________with full power of substitution. Dated: _____________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, ---------------------- -- Attest: --------------------------- LCA GROUP INC. By: ------------------------------- Secretary Title: Countersigned: [ ] By --------------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED ______________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _______unto______________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [ ] Attorney to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------- ----- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers a duly authorized officer of the Company and its corporate seal. Dated as of _________ __, _________, 200___ Attest: TRAVELERS PROPERTY CASUALTY CORP. SELECTICA, INC. By: ____________________________________ [Title] ATTEST: __________By:__________________________ Secretary Title: [TitleSEAL] Countersigned: U.S. STOCK TRANSFER CORPORATIONEQUISERVE TRUST COMPANY, as Rights Agent N.A. By___________:_______________________ [Title] Form of Reverse Side of Right Certificate Authorized Signature FORM OF REVERSE SIDE OF CLASS A RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Class A Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Class A Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Class A Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated: _______________________, _____ ____________________________________ Signature Signature Guaranteed: Signatures must FORM OF ELECTION TO PURCHASE (To be guaranteed executed if holder desires to exercise Rights represented by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthe Rights Certificate.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, _________. [SEAL] ATTEST: CTG Resources, 200__. SELECTICA, INC. Inc. By: ____________________________________ [Name: Title] ATTEST: Countersigned: By: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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 ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _______________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _____________, ____, 200. ATTEST: __. SELECTICA, INC. _______________________________ By:___________________________________ Secretary Title: Countersigned: FIRST UNION NATIONAL BANK By:_________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED ______________________________________ [Title] ATTEST: hereby sells, assigns and transfers unto _______________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By_________________________________________ [Title] Form (Please print name and address 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 transferee)__________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented evidenced by this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, _______Attorney to transfer said the within Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of January 4, 1999 ATTEST: BESTFOODS ----------------------------------- By: _________________, 200__. SELECTICA, INC. __________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ______________________________ Authorized Signature (Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights certificate.) FOR VALUE RECEIVED_____________________________________________________________ [Title] ATTEST: hereby sells, assigns and transfers unto_______________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION-------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Certificate, as Rights Agent By______________together with all right, title and interest therein, and does hereby irrevocably constitute and appoints ____________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires Attorney, to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sellswithin Rights Certificate on the books of the within-named Company, assigns and transfers unto ________________________________with full power of substitution. Dated: _____________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a bank, commercial bank or trust company, broker, dealer company or other eligible institution participating in by a recognized signature guarantee medallion programmember of the New York Stock Exchange.)

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _______________, __, 200___. SELECTICA, ATTEST: QUICKSILVER RESOURCES INC. By: ____________________________________ [By: ______________________________ Name: _____________________________ Title] ATTEST: _____________________________ Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By___Authorized Signatory Name:_______________________________ [Title] : _____________________________ Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto __________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) __________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.. _______________________________________________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ______, 200__. SELECTICA, INC. By: ____________________________________ [TitleSEAL] ATTEST: ____________________________________ [COLE XXXIONAL CORPORATION ----------------------------- By: --------------------------------- Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent NATIONAL CITY BANK By__________________________________ [Title] : -------------------------- Authorized Signature B-4 61 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED RECEIVED, ___________________________ hereby sells, assigns and transfers unto _______________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ___________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: --------------, --- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________________, 200____. SELECTICAATTEST: ICO, INC. [SEAL] By: ------------------------------- ------------------------ Secretary President Authentication: This is one of the Right Certificates referred to in the within-mentioned Rights Agreement. __________________________________, as Rights Agent By: _________________________________________________ Authorized Signature [Title] ATTEST: 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, _____________________________________________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATIONhereby sells, as Rights Agent Byassigns and transfers unto __________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ _______________________ (Please print name and address of transferee) _______ Rights represented by -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. DatedDated as of ___________________, ____. -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ____________________________ ___________________________________________________ [To be executed if statement is correct] 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). -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.------------------------------------------------------------------------------

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ___________ __, 19__. ATTEST: DC HOLDCO, INC. _______, 200__. SELECTICA, INC. ____________ By: ____________________________________ [Secretary Title] ATTEST: Countersigned: THE BANK OF NEW YORK, as Rights Agent By: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Authorized signature (Form of Reverse Side of Right Certificate Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such that holder desires to transfer the Rights represented by the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ___________________________________________________ (Please print name and address of transferee) ______________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ __________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney to transfer this Right Certificate on the books of DC Holdco, Inc. with full power of substitution. Dated:_____________ __, 19__ ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ______, 200__. SELECTICAATTEST: LSB BANCSHARES, INC. By: ____________________________________ [By: --------------------------- --------------------------- Name: Name: -------------------- -------------------- Title] ATTEST: ____________________________________ [Title] : -------------------- -------------------- Countersigned: U.S. STOCK TRANSFER CORPORATIONWACHOVIA BANK, as Rights Agent N.A By__________________________________ : -------------------------- Authorized Signature [TitleFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] 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 Rights Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ____________________________hereby sells, assigns and transfers unto ____________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___________, ______ ____________________________________ ----------------------------- Signature Signature Medallion Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, _________, 200__. SELECTICA, INC. By: ____________________________________ [TitleSEAL] ATTEST: ____________________________________ [XXXXXX INTERNATIONAL INDUSTRIES, INCORPORATED By: ---------------------------- Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATIONCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent L.L.C. By__________________________________ [Title] : ---------------------------- Authorized Signature B-3 48 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 _____________RECEIVED, _____________ hereby sells, assigns and transfers unto _____________________________________________________________ ____________________________(Please print name and address of transferee) ____________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.49

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19__ ATTEST: ST. JOSEPH LIGHT & POWER COMPANY _______, 200__. SELECTICA, INC. __ By:________________________ Secretary Name: Title: Countersigned: HARRIS TRUST AND SAVINGS BANK By:________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _______________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200______. SELECTICAAttest A. P. GREEN INDUSTRIES, INC. By: _________________________________ By_____________________________________ [Name: Name: Title] ATTEST: Title: Countersigned: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ Name: Title: [Title] 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 unto:_____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: :______________________, ______ ___________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures :_______________ The signature of the person(s) signing this Right Certificate must be guaranteed by a bankparticipant in the Securities Transfer Agent's Medallion Program, trust companythe Stock Exchange's Medallion Program or the NYSE, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programInc. Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. Attest: AMERCO By: ____________________________________ [Title] ATTEST: ____________By________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent ByName:______________________ Name:______________________ Title:_____________________ Title:_____________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:________________________ Authorized signature 4 [Title] 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) _______ Rights represented by ---------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________:__________________ ____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember or a participant in the Securities Transfer Agent Medallion Program, trust company, broker, dealer the New York Stock Exchange Medallion Signature Program or other eligible institution participating in a recognized signature guarantee medallion program.the Stock Exchange Medallion Program. 5 The undersigned hereby certifies by checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated DATED as of _______________,1998. CUTTER & BUCK INC. Attest: By ---------------------------------- ------------------------------ [Secretary or Assitant Secretary] Name -------------------------- Title ------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ------------------------------ Name -------------------------- Title ------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED __, 200__. SELECTICA, INC. By: _____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: :____________________________ ____________________________________ . ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, _______, 200__. SELECTICA, INC[SEAL] ATTEST: THE ELDEX-XXXXXXX XXXRES CORP. By: ____________________________________ /s/ John X. Xxxxxxxxx ------------------------------------ --------------------------- [TitleASSISTANT] ATTEST: ____________________________________ [Title] Secretary John X. Xxxxxxxxx President Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent [RIGHTS AGENT] By__________________________________ [Title] : --------------------------------- Authorized Signature 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ --------------------------------------------------------------------- (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ ------------------------ Signature Signature Guaranteed: Signatures must be guaranteed 45 CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200________. SELECTICAATTEST: CONVERGYS CORPORATION _________________________ By:____________________________ Secretary Title:_________________________ Countersigned: THE FIFTH THIRD BANK, INC. Rights Agent By: :_____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto__________________________________________________________________ [Title] ATTEST: (Please print name and address of transferee) ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, _______ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:_________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ____. BE AEROSPACE, INC. By _______, 200__. SELECTICA____________________ Name: Title: Countersigned: BANKBOSTON, INC. By: N.A. By _________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Rights Certificate, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________ __, ____ _______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.________________________________________________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated , dated as of _________________February 25, 200__1999. SELECTICA, INC. ATTEST: BANCFIRST CORPORATION By: ____________________________________ [Title] ---------------------------- ------------------------------------- Xxx X. Xxx, Secretary Xxxxx X. Xxxxxxxx, President and Chief Executive Officer Countersigned: ATTEST: ____________________________________ [Title] CountersignedBANCFIRST, RIGHTS AGENT By: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] ---------------------------- Authorized signature (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) _______ Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, -----------------Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ ------------------, --------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. By: /s/Paul H. Riss ------------------------------ Name: Paul H. Riss ------------------------------ /s/ Lauri J. Vertrees Title: Chief Executive Officer ----------------------------- ------------------------------ EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: eLEC Communications Corp. 75 South Broadway, Suite 302 White Plains, New York 10601 Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xxx xxxxxxxxxxx, pursuant to the facsimile signature of provisions set forth in the proper officers of the Company and its corporate seal. Dated as of attached Warrant (No.____), hereby irrevocably elects to purchase ________ shares of the Common Stock covered by such Warrant. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________, 200__in lawful money of the United States. SELECTICAThe undersigned requests that the certificates for such shares be issued in the name of, INC. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires and delivered to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ whose address is ________________________________________________________________________________ (Please print name . The undersigned represents and address of transferee) _______ Rights represented warrants that all offers and sales by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books undersigned of the within-named Companysecurities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, with full power of substitutionas amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act. Dated: ____________________________ ____________________________________ -------------------------- ----------------------------------------- (Signature Signature Guaranteedmust conform to name of holder as specified on the face of the Warrant) Address: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.-------------------------------- --------------------------------

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________________, 200_______. SELECTICAATTEST: COSI, INC. By: ____________________________________ [Title] ATTEST: By:____________________________________ [Secretary Title] : Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By:_________________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED ___________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________________________________________ AttorneyRights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [_____________] Attorney to transfer said Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: _______________________, _____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. By: _______, _____________________________ [Title] . ATTEST: ____________________________________ [SCICLONE PHARMACEUTICALS, INC. By: Secretary Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as COUNTERSIGNED: MELLON INVESTOR SERVICES LLC As Rights Agent By__________________________________ [Title] : Authorized Officer Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED __________________________ RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ _____________________________________________(Name, address and social security or other identifying number of transferee) ___________________________________ (Please print name and address of transferee) _______ _________) of the Rights represented by this Right Certificate, together with all right, title and interest thereinin and to said Rights, and does hereby irrevocably constitute constitutes and appoint __appoints _________________________ Attorney, attorney to transfer said Rights on the books of the within-named Company, Company with full power of substitution. Dated: ____________________________ ____________________________________ Signature , (Signature) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______ [SEAL] ATTEST: INTELIDATA TECHNOLOGIES CORPORATION _______, 200__. SELECTICA, INC. By: ____________ By:__________________________ Secretary Jxxx X. Xxxxxx, Xx. President and Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST By:__________________________________ Authorized Signature 1/ The bracketed language shall be inserted only if applicable. [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _________________, 200_ ATTEST: CELLSTAR CORPORATION __. SELECTICA, INC. ___________________________ By:________________________________ Secretary Title:__________________________ Countersigned: TRANSFER AGENT By: _________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________unto________________________________________ ________________________________________________________________________________ (Please print name and address of transfereePLEASE PRINT NAME AND ADDRESS OF TRANSFEREE) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-within- named CompanyCorporation, with full power of substitution. Dated: ____:________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of __________ ___, _____. ATTEST: SUMMIT BANKCORP. By ________, 200__. SELECTICA, INC. By_________ [Assistant] Secretary Title: Countersigned: ____________________________________ [Title] ATTEST: _________By ___________________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] 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 CertificateCertificates.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ ----------------------------------------------------------------------------- (Please print name and address of transferee) _______ ----------------------------------------------------------------------------- Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ____________ ____________, _____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.4

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ____. BE AEROSPACE, INC. By _______, 200__. SELECTICA____________________ Name: Title: Countersigned: BANKBOSTON, INC. By: N.A. By _____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED, ____________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Rights Certificate, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint__________ Attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________ __, ____ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.________________________________________________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 200____. SELECTICAOSI PHARMACEUTICALS, INC. By: ____________________________________ [Title] ATTESTAttest: _________By: ___________________________ [TitleCORPORATE SEAL] Countersigned: U.S. STOCK TRANSFER CORPORATIONTHE BANK OF NEW YORK, as Rights Agent By_______: ___________________________ Authorized Officer -3- 49 [Title] 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) Certificate FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ Attorneyattorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________________, ____ ____________________________________ Signature Signature Guaranteed: __________________________ Signatures must be guaranteed by an eligible guarantor institution (a bank, trust companystockbroker, broker, dealer savings and loan association or other eligible institution participating credit union with membership in a recognized an approved signature guarantee medallion program.) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ________________________________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. _ ATTEST: AMERICAN FREIGHTWAYS CORPORATION ______________________________ By: :____________________________________ [Title] ATTEST: __Name:__________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By_:_________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED Countersigned: WACHOVIA BANK, N.A. By:______________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns assigns, and transfers tranfer unto ____ ____________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ This Rights represented by this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorneyattorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned acknowledges that this Assignment is voidable by the Company if it contains any material misstatement of fact by the transferor. Dated: ___:_________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed _______________________________ Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19__, 200__. SELECTICAATTEST: NEUROCRINE BIOSCIENCES, INC. By: Xxxxxxxx Valeur-Xxxxxx Its: Secretary COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ____________________________________ [Title] ATTESTIts: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF REVERSE SIDE OF 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) __________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ________________________________, 19____ Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ __, 20020__. SELECTICA, INC. _ THQ Inc. ATTEST: By: ____________________________________ [By: --------------------------------- --------------------------------- Name: Briax X. Xxxxxxx Name: Fred X. Xxxx Title] ATTEST: ____________________________________ [Chief Executive Officer and Title] : Senior Vice President-- President Finance & Administration, Chief Financial Officer and Secretary Countersigned: U.S. STOCK TRANSFER CORPORATION, as [Rights Agent Agent] By__________________________________ [: --------------------------------- Name: 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 ___________________________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ____________________________________ , 20 ----------------------- --- --------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. THE GENLYTE GROUP INCORPORATED By: ______________________________________ [Name: Title] ATTEST: Attest: By: ____________________________________ [Title] Secretary Countersigned: U.S. STOCK TRANSFER CORPORATIONTHE BANK OF NEW YORK, as Rights Agent AS RIGHTS AGENT By_____: _____________________________ Date: _____________________ Authorized Signatory [Title] 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) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the Right Certificate on the books of the Company named within-named Company, with full power of substitution. Dated: ____________________________ ___________ Signature __________________________ Signature Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____ ATTEST: XXXXXX INTERNATIONAL INC. _________, 200__. SELECTICA, INC. ______________ By ________________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ___________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________, 19__ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, _______, 200__. SELECTICA, INC[SEAL] ATTEST: THE ELDEX-XXXXXXX XXXRES CORP. By: ____________________________________ [Title] ATTEST: ____________________________________ [Title] --------------------------------------- ------------------------------ Secretary John X. Xxxxxxxxx President Countersigned: U.S. STOCK TRANSFER CORPORATIONNORWEST BANK MINNESOTA, as Rights Agent N.A. By__________________________________ [Title] : --------------------------------- Authorized Signature 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________RECEIVED, _______________ hereby sells, assigns and transfers unto _____________________________________________________________ ____unto____________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ _______________________________ Signature Signature Guaranteed: Signatures must be guaranteed 45 CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________ _____, 20019___. SELECTICA, INC. ATTEST: UGI CORPORATION ________________________________ By:____________________________ Secretary Title: Countersigned: MELLON BANK (EAST) N.A. 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 _________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _______________________unto______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________, 19___ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ________________ __, 200__. SELECTICA, INC. By: ____________________________________ [SECURITY CAPITAL GROUP INCORPORATED By: -------------------------------- Name: Title] ATTEST: ____________________________________ [Attest:(SEAL) ------------------------------------ Name: Title] : Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent THE FIRST NATIONAL BANK OF BOSTON By__________________________________ : --------------------------------- Authorized Signature [Title] 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) _______ the Rights represented evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ , Attorney, to transfer said the Rights evidenced by this Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ____________________________ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ __, 200__. SELECTICA, 1997 ATTEST:GREATER NEW YORK BANCORP INC. By: __________________By______________________ Secretary Title: Countersigned: THE CHASE MANHATTAN BANK _________________________ [Title] ATTEST: _____________By_______________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 ____________________________________________ hereby sells, assigns and transfers unto __________________ ___________________________________________________________ (Please print name and address of transferee and insert social security or other identifying number) ______________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ this Rights Certificate, together with all right title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________, 19__ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ ___, ________, 200__. SELECTICACONSOLIDATED GRAPHICS, INC. By: __________________________________ Name: ________________________________ [Title] : _______________________________ ATTEST: ____________________________________ [Title] CountersignedSecretary COUNTERSIGNED: U.S. AMERICAN STOCK TRANSFER CORPORATION& TRUST COMPANY, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto __________________________: ___________________________________ Name: _________________________________ Title: ________________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED,______________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________________________________________________ AttorneyRights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____________ ________________________Attorney to transfer said the within Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________, ________ ____________________________________ Signature . Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated This Right Certificate is dated as of ___________, 1999. {SEAL} ATTEST: PHILIPS INTERNATIONAL REALTY CORP. By: _________________, 200__. SELECTICA, INC. ________ By: ___________________________ Name: Name: Title: Title: Countersigned: BANKBOSTON, N.A. as Rights Agent By: ___________________________ Authorized Signatory Date: [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 ____________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the withinwith-in-named Company, with full power of substitution. Dated: ____________________________ ____________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.) _________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program._______________________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, ____ Attest: SP VENTURES, INC. By ________, 200__. SELECTICA, INC. ___________ By_________________________ Name: Name: Title: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By _____________________ By__________________________ Name: Name: Title: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said the within Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated: :__________________________, 19__ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ ___, _____, 200__. SELECTICA_ [Seal] ATTEST: COACHMEN INDUSTRIES, INC. By: _____________________________________ [By:______________________ Secretary or Assistant Secretary Title] ATTEST: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK as Rights Agent By:_____________________________________ Authorized Signature [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By__________________________________ [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 _____________________________________________________________ ____________________________________hereby sells, assigns and transfer unto ____________________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) _______ ------------------------------------------------------------------------------ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, as attorney to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________, ______ ____________________________________ -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed ------------------------------------ CERTIFICATE ----------- The undersigned hereby certifies by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.checking the appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. SELECTICA, INC. Attest: AMERCO By: ____________________________________ [Title] ATTEST: ____________By________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent ByName:______________________ Name:______________________ Title:_____________________ Title:_____________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:________________________ Authorized signature 4 [Title] 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) _______ Rights represented by -------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, Attorney to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________:__________________ ____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember or a participant in the Securities Transfer Agent Medallion Program, trust company, broker, dealer the New York Stock Exchange Medallion Signature Program or other eligible institution participating in a recognized signature guarantee medallion program.the Stock Exchange Medallion Program. 5 The undersigned hereby certifies by checking the appropriate boxes that: