Common use of ASSIGNMENT FORM Clause in Contracts

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Security on the books of the Issuer, with full power of substitution in the premises. Dated: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s), assign(s) form below and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security have your signature guaranteed: I or we assign and all rights thereunder, hereby transfer this Note to: and irrevocably constituting and appointing attorney appoint agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must THIS SECURITY HAS NOT BEEN REGISTERED UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD THAT MAY BE HEREINAFTER PROVIDED UNDER RULE 144(K) UNDER THE SECURITIES ACT PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) (THE “RESALE RESTRICTION TERMINATION DATE”) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH MCLEODUSA INCORPORATED OR ANY AFFILIATE OF MCLEODUSA INCORPORATED WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO MCLEODUSA INCORPORATED OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF MCLEODUSA INCORPORATED AND THE TRUSTEE, OR OF THE TRANSFER AGENT, AS APPLICABLE, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION. IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY SHALL BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Any Global Note authenticated and delivered hereunder shall bear a legend (which would be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in addition to any other legends required in the Security Transfer Agent Medallion Program case of a Restricted Security) in substantially the following form: [If a Regulation S Temporary Global Note, insert: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATES NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“STAMPDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. , U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, MN 55107-2292 Attn: Xxxx Xxxxxxxx Re: 10½% Senior Second Secured Notes due 2011 (the “Notes”) or such other of McLeodUSA Incorporated (the “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance Company”) Ladies and Gentlemen: In connection with the Securities Exchange Act our proposed purchase of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ aggregate principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitiveNotes, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWwe confirm that:

ASSIGNMENT FORM. FOR VALUE RECEIVEDTo Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value Received, the undersigned Undersigned registered holder hereby sell(s)sells, assign(s) assigns and transfer(s) transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Security Warrant, and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint ___________________________ as Attorney to transfer the said Security Warrant on the books of the IssuerCompany (as defined in said Warrant), with full power of substitution substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the premisespresence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: Signature: NOTICE: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SIGNATURE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WINGXXX XXXTNERS II, L.P. NEITHER THIS ASSIGNMENT MUST CORRESPOND WITH WARRANT NOR THE NAME SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS WRITTEN UPON AMENDED (THE FACE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE WITHIN INSTRUMENT IN EVERY PARTICULARSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ WARRANT To purchase Nonvoting Common Stock of KEVCO, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERINC. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting July ___, 1999 THIS WARRANT CERTIFIES THAT, for value received, the requirements registered holder hereof, Wingxxx Xxxtners II, L.P., a Delaware limited partnership ("Wingxxx"), or its registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the "Company"), at any time and from time to time after the date hereof (the "Initial Issue Date") and on or before 5:00 p.m. Central Time, on the Expiration Date (as hereinafter defined) 295,455 shares of the RegistrarNonvoting Common Stock (as hereinafter defined) at the Basic Purchase Price (as hereinafter defined), which requirements include membership or participation subject to the terms, conditions, and adjustments as hereinafter provided in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWSection 6.

ASSIGNMENT FORM. FOR VALUE RECEIVEDTo assign this Security, fill in the undersigned hereby sell(s), assign(s) form below: I or we assign and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within transfer this Security to and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint as agent to transfer said this Security on the books of the Issuer, with full power of substitution in the premisesCompany. DatedThe agent may substitute another to act for him. Date: Your Signature*: By: Name: Title: *Signature Guaranteed: * NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARThe signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERwithout alteration, enlargement or any change whatever. Signature Guarantee: Signatures Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiaryEXHIBIT A-4 – Form of 6.500% Notes due 2053 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, Inc. c/o Keurig Green MountainTHIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, Inc. 00 Xxxxxx Xxxx XxxxxxxxxOR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, Xxxxxxx 00000 AttentionOR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE X. X. XXXXXXX COMPANY, an Ohio corporation (the “Company”, which term includes any successor corporation), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on November 15, 2053, unless earlier redeemed as herein provided. Interest Payment Dates: General Counsel EmailMay 15 and November 15 (each, an “Interest Payment Date”), commencing on May 15, 2024. Interest Record Dates: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo BankMay 1 and November 1 (each, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxan “Interest Record Date”). Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in St. Xxxx, 0xx Floor MAC X0000-000 XxxxxxxxxxxMinnesota, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes held are represented in (check applicable space) book entry or definitive global form by one or more Global Notes, all payments of principal of and interest shall be made by wire transfer of immediately available funds to the undersigned. The undersigned (check one box below): o has requested Depositary or its nominee, as the Trustee by written order to deliver in exchange for its beneficial interest in case may be, as the registered owner of the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in Security representing such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer Reference is made to the further provisions of any of this Note set forth on the Notes evidenced by reverse hereof, which will for all purposes have the same effect as if set forth at this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWplace.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s), assign(s) form below: I or we assign and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security transfer this Note to and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint ____________________ agent to transfer said Security this Note on the books of the Issuer, with full power . The agent may substitute another to act for him. Date: Your signature: (Sign exactly as your name appears on the other side of substitution in the premises. Dated: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. this Note) Signature Guarantee: Signatures Signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) If you wish to have all of this Note purchased by the Issuer pursuant to Section 3.04 or 3.08 of the First Supplemental Indenture, check the box: o If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 3.04 or 3.08 of the First Supplemental Indenture, state the amount (in original principal amount) below: Date: Your signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) The undersigned (the “STAMPGuarantors”, which term includes any successor persons under the Indenture (the “Indenture”) referred to in the Note upon which this notation is endorsed) (the “Endorsed Note”), has unconditionally guaranteed, jointly and severally (i) the due and punctual payment of the principal of, premium, if any, and interest on the Endorsed Note and all other Notes of the same series as the Endorsed Note (the “Guaranteed Notes”), whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, if any, on the Guaranteed Notes, to the extent lawful, and the due and punctual performance of all other “signature guarantee program” as may be determined by obligations of the Registrar in addition to, Issuer to the Holders of Guaranteed Notes or in substitution for, STAMP, the Trustee all in accordance with the Securities Exchange Act terms set forth in Article Thirteen of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held the Indenture and (ii) in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer case of any extension of time of payment or renewal of any Guaranteed Notes or any of such other obligations, that the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. The obligations of the Guarantors to the Holders of Guaranteed Notes and to the Trustee pursuant to the Guarantee evidenced hereby and the Indenture are expressly set forth in Article 13 of the Indenture and reference is hereby made to such Indenture for the terms of this Guarantee. No stockholder, officer, director, employee, partner or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee evidenced hereby by reason of such person’s status as such stockholder, officer, director, employee, partner or incorporator. Each Holder of a Guaranteed Note by accepting a Guaranteed Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of this Guarantee. Each Holder of a Guaranteed Note by accepting a Guaranteed Note agrees that any Guarantor named below shall have no further liability with respect to its terms: CHECK ONE BOX BELOWGuarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee evidenced hereby shall not be valid or obligatory for any purpose until the certificate of authentication of the Guaranteed Notes shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by, and constructed in accordance with, the laws of the State of New York. HOVNANIAN ENTERPRISES, INC. AUDDIE ENTERPRISES, L.L.C. BUILDER SERVICES NJ, L.L.C. BUILDER SERVICES NY, L.L.C. BUILDER SERVICES PA, L.L.C. DULLES COPPERMINE, L.L.C. EASTERN NATIONAL TITLE AGENCY, LLC EASTERN TITLE AGENCY, INC. F&W MECHANICAL SERVICES, L.L.C. FOUNDERS TITLE AGENCY OF MARYLAND, L.L.C. FOUNDERS TITLE AGENCY, INC. GOVERNOR’S ABSTRACT CO., INC. HOMEBUYERS FINANCIAL SERVICES, L.L.C. HOVNANIAN DEVELOPMENTS OF FLORIDA, INC. HOVNANIAN LAND INVESTMENT GROUP OF CALIFORNIA, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF GEORGIA, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF MARYLAND, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF NEW JERSEY, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C. HOVNANIAN LAND INVESTMENT GROUP OF TEXAS LLC HOVNANIAN LAND INVESTMENT GROUP OF VIRGINIA, L.L.C. HOVNANIAN LAND INVESTMENT GROUP, L.L.C. K. HOV INTERNATIONAL, INC. K. HOV IP, INC. K. HOV IP, II, INC. X. XXXXXXXXX ACQUISITIONS, INC. X. XXXXXXXXX AT 4S, LLC X. XXXXXXXXX AT ACQUA VISTA, LLC X. XXXXXXXXX AT ALISO, LLC X. XXXXXXXXX AT ALLENTOWN, L.L.C. K. HOVNANIAN AT ALMOND ESTATES, LLC X. XXXXXXXXX AT ANDALUSIA, LLC X. XXXXXXXXX AT ARBOR HEIGHTS, LLC X. XXXXXXXXX AT AVENUE ONE, L.L.C. K. HOVNANIAN AT BAKERSFIELD 463, L.L.C. K. HOVNANIAN AT BARNEGAT I, L.L.C. K. HOVNANIAN AT BARNEGAT II, L.L.C. K. HOVNANIAN AT BELLA LAGO, LLC X. XXXXXXXXX AT BERKELEY, L.L.C. K. HOVNANIAN AT BERNARDS V, L.L.C. K. HOVNANIAN AT BLUE HERON PINES, L.L.C. K. HOVNANIAN AT BRANCHBURG, L.L.C. K. HOVNANIAN AT BRIDGEPORT, INC. X. XXXXXXXXX AT BRIDGEWATER I, L.L.C. K. HOVNANIAN AT BROAD AND WALNUT, L.L.C. K. HOVNANIAN AT CALABRIA, INC. X. XXXXXXXXX AT CAMDEN I, L.L.C. K. HOVNANIAN AT XXXXXXX XXXXX, INC. X. XXXXXXXXX AT CAMP HILL, L.L.C. K. HOVNANIAN AT CAPISTRANO, L.L.C. K. HOVNANIAN AT CARLSBAD, LLC X. XXXXXXXXX AT CARMEL DEL MAR, INC. X. XXXXXXXXX AT CARMEL VILLAGE, LLC X. XXXXXXXXX AT CASTILE, INC. X. XXXXXXXXX AT CEDAR GROVE III, L.L.C. K. HOVNANIAN AT CEDAR GROVE V, L.L.C. K. HOVNANIAN AT CHAPARRAL, INC. X. XXXXXXXXX AT CHARTER WAY, LLC X. XXXXXXXXX AT XXXXXXX I, L.L.C. K. HOVNANIAN AT CHESTERFIELD, L.L.C. K. HOVNANIAN AT CIELO, L.L.C.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s), assign(s) form below and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security have your signature guaranteed: I or we assign and all rights thereunder, hereby transfer this Note to: and irrevocably constituting and appointing attorney appoint agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: Signature_______________________________ Signed: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must Any Global Note authenticated and delivered hereunder shall bear a legend (which would be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in addition to any other legends required in the Security Transfer Agent Medallion Program case of a Restricted Security) in substantially the following form: [If a Regulation S Temporary Global Note, insert: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATES NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“STAMPDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Bank of New York 100 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Attn: Gxxxxxxx Xxxxxx Re: 113/8% Senior Secured Notes due 2012 (the “Notes”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiaryBroadview Networks Holdings, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention(the “Company”) Ladies and Gentlemen: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to In connection with our proposed purchase of $ aggregate principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitiveNotes, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWwe confirm that:

ASSIGNMENT FORM. (To be signed only upon assignment of Warrant) FOR VALUE RECEIVED, the undersigned hereby sell(s)sells, assign(sassigns and transfers unto ___________________________________________________________________ ___________________________________________________________________ (Name and Address of Assignee must be Printed or Typewritten) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Warrants to purchase _____ Warrant Shares of the Company, evidenced by the within Security and all rights thereunder, Warrant Certificate hereby irrevocably constituting and appointing attorney ________________ Attorney to transfer said Security Warrants on the books of the IssuerCompany, with full power of substitution in the premises. Dated:____________, __ ________________________________ Signature of Registered Holder* ________________________________ Signature Guaranteed: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE Signature of Guarantor _____________ * The above signature should correspond exactly with the name on the face of this Warrant Certificate. EXHIBIT C CERTIFICATE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARDESIGNATIONS of SERIES B CUMULATIVE PREFERRED STOCK of OXFORD HEALTH PLANS, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERINC. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements (Pursuant to Section 151 of the RegistrarDelaware General Corporation Law) -------------- Oxford Health Plans, which requirements include membership or participation Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the "Board of Directors") pursuant to authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law: RESOLVED, that pursuant to the authority granted to and vested in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all Board of Directors in accordance with the Securities Exchange Act provisions of 1934the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended. Maple Escrow Subsidiaryamended (the "Certificate of Incorporation"), Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount the Board of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository Directors hereby creates a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any series of the Notes evidenced by this certificate under Corporation's previously authorized preferred stock, par value $0.01 per share (the Securities Act"Preferred Stock"), and hereby states the undersigned confirms that such Notes are being transferred in accordance with its termsdesignation and number thereof, and fixes the voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, as follows: CHECK ONE BOX BELOWSeries B Cumulative Preferred Stock:

ASSIGNMENT FORM. FOR VALUE RECEIVED, --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer --------------------------------------------------------- Identification Number: --------------------------------------------------------- Address: --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- this Warrant Certificate and the undersigned hereby sell(s), assign(s) Warrants represented by this Warrant Certificate to the extent of ________________ Warrants and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint ___________________________ Attorney-in-Fact, to transfer said Security the same on the books of the Issuer, Company with full power of substitution in the premises. Dated: ------------------------- Signature: NOTICE: ----------------------------------------------------------- (Signature must conform in all respects to the name of the Warrantholder as set forth on the face of this Warrant Certificate.) EXHIBIT B NEITHER THE SIGNATURE TO WARRANTS REPRESENTED BY THIS ASSIGNMENT MUST CORRESPOND WITH WARRANT CERTIFICATE NOR THE NAME AS WRITTEN UPON THE FACE SHARES OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT COMMON STOCK OR ANY CHANGE WHATEVEROTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Signature Guarantee: Signatures must be guaranteed SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. VOID AFTER 5:00 P.M. ON JANUARY 14, 2004 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. SOS-2 January 15, 2001 THIS IS TO CERTIFY THAT, for value received, SOS Resource Services, Inc. or registered assigns (the "Warrantholder") permitted by an “eligible guarantor institution” meeting the requirements terms of this Warrant Certificate, is the registered owner of the Registrarnumber of Common Stock Purchase Warrants (each, which requirements include membership a "Warrant") set forth above, each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware corporation (the "Company"), at any time commencing July 15, 2001 and on or participation in prior to 5:00 P.M., New York City time, on January 14, 2004 (the Security Transfer Agent Medallion Program "Expiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (“STAMP”each, a "Warrant Share") or such other “signature guarantee program” as may be determined by of the Registrar in addition tocommon stock, or in substitution forpar value $.001 per share ("Common Stock"), STAMPof the Company, at a price of $1.00 per share (the "Exercise Price"), all in accordance with subject to the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersignedterms and conditions contained herein. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form number of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes Warrants evidenced by this certificate under Warrant Certificate (and the Securities Actnumber and kind of securities which may be purchased upon exercise hereof) set forth above, and the Exercise Price per share set forth above, are as of the date hereof. As provided herein, the undersigned confirms that such Notes Exercise Price and the number of shares of Common Stock or other securities which may be purchased upon the exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the Warrants evidenced hereby, are being transferred in accordance with its terms: CHECK ONE BOX BELOWsometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions:

ASSIGNMENT FORM. FOR VALUE RECEIVED, --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the undersigned hereby sell(s), assign(s) Warrants represented by this Warrant Certificate to the extent of ________________ Warrants and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint ___________________________ Attorney-in-Fact, to transfer said Security the same on the books of the Issuer, Company with full power of substitution in the premises. Dated: --------------------------- Signature: NOTICE: -------------------------------------------------------------- (Signature must conform in all respects to the name of the Warrantholder as set forth on the face of this Warrant Certificate.) Exhibit D --------- NEITHER THE SIGNATURE TO WARRANTS REPRESENTED BY THIS ASSIGNMENT MUST CORRESPOND WITH WARRANT CERTIFICATE NOR THE NAME AS WRITTEN UPON THE FACE SHARES OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT COMMON STOCK OR ANY CHANGE WHATEVEROTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Signature Guarantee: Signatures must be guaranteed SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJIXX, XXX, AX XXXXXX AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 200,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. SGFC-4 January 2, 2001 THIS IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by an “eligible guarantor institution” meeting the requirements terms of this Warrant Certificate, is the registered owner of the Registrarnumber of Common Stock Purchase Warrants (each, which requirements include membership a "Warrant") set forth above, each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware corporation (the "Company"), at any time on or participation in after December 31, 2001 and on or prior to 5:00 P.M., New York City time, on December 31, 2003 (the Security Transfer Agent Medallion Program "Expiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (“STAMP”each, a "Warrant Share") or such other “signature guarantee program” as may be determined by of the Registrar in addition tocommon stock, or in substitution forpar value $.001 per share ("Common Stock"), STAMPof the Company, at a price of $1.00 per share (the "Exercise Price"), all in accordance with subject to the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersignedterms and conditions contained herein. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form number of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes Warrants evidenced by this certificate under Warrant Certificate (and the Securities Actnumber and kind of securities which may be purchased upon exercise hereof) set forth above, and the Exercise Price per share set forth above, are as of the date hereof. As provided herein, the undersigned confirms that such Notes Exercise Price and the number of shares of Common Stock or other securities which may be purchased upon the exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the Warrants evidenced hereby, are being transferred in accordance with its terms: CHECK ONE BOX BELOWsometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions:

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (PRINT OR TYPE NAME, assign(s) and transfer(s) unto PLEASE INSERT ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING TAX ID NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security ASSIGNEES) and all rights thereunderirrevocably appoint, hereby irrevocably constituting and appointing attorney ______________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE------------------- ------------------------------- ------------------- ------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee----------------------------------------------- Notice: Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the RegistrarNew York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, which requirements include membership or participation in and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Security Transfer Agent Medallion Program Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (“STAMP”) or such other “signature guarantee program” as may be determined the "Note"), authenticated and delivered by the Registrar in addition Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or in substitution forredemption or otherwise, STAMP, all in accordance with the Securities Exchange Act terms of 1934this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as amendedthe same shall become due and payable. Maple Escrow SubsidiaryIn case of the failure of the Company to punctually pay any such principal of or interest on, Inc. c/o Keurig Green Mountainand any Redemption Price with respect to, Inc. 00 Xxxxxx Xxxx Xxxxxxxxxthe Note, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bankthe Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxwhether at Stated Maturity, 0xx Floor MAC X0000-000 Xxxxxxxxxxxupon acceleration or redemption or otherwise, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form and as if such payment were made by the undersignedCompany. The undersigned Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (check one box below): o has requested unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee by written order with respect to deliver in exchange for its beneficial interest any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the Global event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note held or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Depository Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a Note part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in definitivefull or payment thereof shall have been provided for and all other obligations contained in the Notes, registered form the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of authorized denominations the preceding sentence and an aggregate principal amount equal to its beneficial interest all amounts payable in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any respect of the Notes evidenced by this certificate under shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the Securities Actbenefit of, and held in trust for the benefit of, the undersigned confirms Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes are being transferred and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with its terms: CHECK ONE BOX BELOWthe provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________ _________________________________________ _________________________________________ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Security on the books of the IssuerCompany, with full power of substitution in the premises. Dated: :_______________________________ Signature: :____________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 AttentionThe following increases or decreases in Principal Amount of this Global Security have been made: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. – DAPS REORG Corporate TrustTrust Operations MAC N9300-DAPS Reorg 070 000 Xxxxx Xxxxxx Xxxxxx Xxxxx, – 0xx Floor MAC X0000-000 Xxxxx Xxxxxxxxxxx, XX 00000 Phone: 0-(000-) 000-0000 Fax: 0-(000-) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: ECOLAB INC. $[ ] Reference is hereby made to the Indenture dated as of January 12, 2015 between Xxxxx Fargo Bank, National Association (the “Trustee”), and Ecolab Inc. (the “Company”), as supplemented by that certain Seventh Supplemental Indenture, dated as of November 27, 2017, by and between the Trustee and the Company (as so supplemented, the “Indenture”). Capitalized terms not defined in this Certificate shall have the meanings given to them in the Indenture. This certificate letter relates to $ $_____________ principal amount of Notes held in (check applicable space) book entry or definitive form [2027 Notes][2047 Notes] represented by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its a beneficial interest in the Rule 144A Global Note (CUSIP No. [_]) held with the Depositary by or on behalf of [transferor] as beneficial owner (the Depository a Note “Transferor”). The Transferor has requested an exchange or Notes in definitive, registered form transfer of authorized denominations and an aggregate principal amount equal to its beneficial interest for an interest in such the Temporary Regulation S Global Note (or CUSIP (CINS) No. [_]) to be held with [Euroclear] [Clearstream] (ISIN Code ___) (Common Code ___) through the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or NotesDepositary. In connection with any such request and in respect of such Notes, the Transferor does hereby certify that such exchange or transfer of any of has been effected in accordance with the transfer restrictions set forth in the Notes evidenced by this certificate and pursuant to and in accordance with Regulation S under the Securities Act, and accordingly the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWTransferor does hereby certify that:

ASSIGNMENT FORM. FOR VALUE RECEIVEDTo assign this Security, fill in the undersigned hereby sell(s), assign(s) form below: I or we assign and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within transfer this Security to and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint as agent to transfer said this Security on the books of the Issuer, with full power of substitution in the premisesCompany. DatedThe agent may substitute another to act for him. Date: Your Signature*: By: Name: Title: *Signature Guaranteed: * NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARThe signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERwithout alteration, enlargement or any change whatever. Signature Guarantee: Signatures Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiaryEXHIBIT A-3 – Form of 6.500% Notes due 2043 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, Inc. c/o Keurig Green MountainTHIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, Inc. 00 Xxxxxx Xxxx XxxxxxxxxOR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, Xxxxxxx 00000 AttentionOR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE X. X. XXXXXXX COMPANY, an Ohio corporation (the “Company”, which term includes any successor corporation), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on November 15, 2043, unless earlier redeemed as herein provided. Interest Payment Dates: General Counsel EmailMay 15 and November 15 (each, an “Interest Payment Date”), commencing on May 15, 2024. Interest Record Dates: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo BankMay 1 and November 1 (each, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxan “Interest Record Date”). Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in St. Xxxx, 0xx Floor MAC X0000-000 XxxxxxxxxxxMinnesota, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes held are represented in (check applicable space) book entry or definitive global form by one or more Global Notes, all payments of principal of and interest shall be made by wire transfer of immediately available funds to the undersigned. The undersigned (check one box below): o has requested Depositary or its nominee, as the Trustee by written order to deliver in exchange for its beneficial interest in case may be, as the registered owner of the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in Security representing such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer Reference is made to the further provisions of any of this Note set forth on the Notes evidenced by reverse hereof, which will for all purposes have the same effect as if set forth at this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWplace.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, assign(saddress and zip code and social security or tax ID number of assignees) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint _______________________________________________________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ------------------------------ -------------------------------- -------------------------------- (Sign exactly as name appears on the other side of the Note) Signature Guarantee: Signatures ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the Registrar, which requirements include membership New York Stock Exchange or participation a commercial bank or trust company. [FORM OF GUARANTEE] GUARANTEE The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the Security Transfer Agent Medallion Program Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees (“STAMP”such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the 6.68% Notes due February 12, 2011 (the "Notes") which this Guarantee accompanies, whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other “signature guarantee program” as may be determined by obligations of the Registrar in addition to, Company to the Holders or in substitution for, STAMPthe Trustee, all in accordance with the Securities Exchange Act terms set forth in Article Two of 1934, as amendedthe Guarantee Agreement. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This Guarantee shall not be valid or obligatory for any purpose until the certificate relates to $ principal amount of authentication on the Notes held in (check applicable space) book entry or definitive form upon which this Guarantee is noted shall have been executed by the undersigned. The undersigned (check one box below): o has requested Trustee under the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held Indenture by the Depository a Note or Notes in definitive, registered form manual signature of one of its authorized denominations officers. This Guarantee shall be governed by and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred construed in accordance with its terms: CHECK ONE BOX BELOWthe laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Guarantee Agreement.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (PRINT OR TYPE NAME, assign(s) and transfer(s) unto PLEASE INSERT ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING TAX ID NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security ASSIGNEES) and all rights thereunderirrevocably appoint, hereby irrevocably constituting and appointing attorney __________________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE---------------------------- ------------------------------ ---------------------------- ------------------------------ (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee--------------------------------------------------------- Notice: Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the RegistrarNew York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] For good and valuable consideration receipt of which is hereby acknowledged, which requirements include membership or participation in and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Security Transfer Agent Medallion Program Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (“STAMP”) or such other “signature guarantee program” as may be determined the "Note"), authenticated and delivered by the Registrar in addition toTrustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or in substitution forredemption or otherwise, STAMP, all in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on the Note, and any Redemption Price with respect to the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, or any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption, or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities Exchange Act of 1934shall not have been paid in full, as amended. Maple Escrow Subsidiarysuch amount shall be deemed to have been paid to such Guarantor for the benefit of, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes and held in (check applicable space) book entry or definitive form by trust for the undersigned. The undersigned (check one box below): o has requested benefit of, the Holders, and shall forthwith be paid to the Trustee by written order for the benefit of the Holders to deliver in exchange for its beneficial interest in be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any issuance of the Notes evidenced pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal Redemption Price or interest by this certificate under the Securities Act, Company in respect of the undersigned confirms Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes are being transferred and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with its terms: CHECK ONE BOX BELOWthe provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

ASSIGNMENT FORM. FOR VALUE RECEIVED, --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the undersigned hereby sell(s), assign(s) Warrants represented by this Warrant Certificate to the extent of ________________ Warrants and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint ___________________________ Attorney-in-Fact, to transfer said Security the same on the books of the Issuer, Company with full power of substitution in the premises. Dated: --------------------------- Signature: NOTICE: -------------------------------------------------------------- (Signature must conform in all respects to the name of the Warrantholder as set forth on the face of this Warrant Certificate.) Exhibit C --------- NEITHER THE SIGNATURE TO WARRANTS REPRESENTED BY THIS ASSIGNMENT MUST CORRESPOND WITH WARRANT CERTIFICATE NOR THE NAME AS WRITTEN UPON THE FACE SHARES OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT COMMON STOCK OR ANY CHANGE WHATEVEROTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Signature Guarantee: Signatures must be guaranteed SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJIXX, XXX, AX XXXXXX AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. SGFC-3 January 2, 2001 THIS IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by an “eligible guarantor institution” meeting the requirements terms of this Warrant Certificate, is the registered owner of the Registrarnumber of Common Stock Purchase Warrants (each, which requirements include membership a "Warrant") set forth above, each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware corporation (the "Company"), at any time on or participation in after June 30, 2001 and on or prior to 5:00 P.M., New York City time, on December 31, 2003 (the Security Transfer Agent Medallion Program "Expiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (“STAMP”each, a "Warrant Share") or such other “signature guarantee program” as may be determined by of the Registrar in addition tocommon stock, or in substitution forpar value $.001 per share ("Common Stock"), STAMPof the Company, at a price of $1.00 per share (the "Exercise Price"), all in accordance with subject to the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersignedterms and conditions contained herein. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form number of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes Warrants evidenced by this certificate under Warrant Certificate (and the Securities Actnumber and kind of securities which may be purchased upon exercise hereof) set forth above, and the Exercise Price per share set forth above, are as of the date hereof. As provided herein, the undersigned confirms that such Notes Exercise Price and the number of shares of Common Stock or other securities which may be purchased upon the exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the Warrants evidenced hereby, are being transferred in accordance with its terms: CHECK ONE BOX BELOWsometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions:

ASSIGNMENT FORM. (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security foregoing Warrant and all rights thereunder, evidenced thereby are hereby irrevocably constituting and appointing attorney assigned to transfer said Security whose address is --------------------------------------------------------- ---------------------------------------------------------------------------- Dated: ----------------------------- Holder's Signature: ----------------------------------- Holder's Address: -------------------------------------- Signature Guaranteed: ------------------------------------------------------- NOTE: The signature to this Assignment Form must correspond with the name as it appears on the books face of the IssuerWarrant, with full power of substitution in the premises. Dated: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARwithout alteration or enlargement or any change whatsoever, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an “eligible guarantor institution” meeting fiduciary or other representative capacity should file proper evidence of authority to assign the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedforegoing Warrant. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxx Capital Corp. 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx 0000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 April 9, 2002 Med Diversified. Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxxxxxxx, Xx. Chairman, President and CEO Gentlemen: This letter confirms our agreement with respect to the following facts: Pursuant to the settlement Agreement and Mutual General Counsel EmailReleases ("Settlement Agreement") dated March 25, 2002, and the Warrant Surrender Letter referenced therein, MED is obligated to deliver to Xxxxxxxx Capital Corp. an aggregate 1,000,000 shares of MED common stock ("Shares") on the Effective Date. MED has informed Xxxxxxxx that it will issue a certificate representing the Share: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bankregistered to Xxxxxxxx upon approval from the American Stock Exchange ("AMEX") for listing the Shares, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxas well as listing 1,500,000 shares of MED common stock underlying the Replacement Warrant ("Warrant Shares"), 0xx Floor MAC X0000-000 Xxxxxxxxxxxdelivered to Xxxxxxxx on the Effective Date, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates Capitalized terms used herein have the same meaning ascribed to $ principal amount of Notes held them in (check applicable space) book entry or definitive form by the undersignedSettlement Agreement. The undersigned (check one box below): o has requested parties desire to set forth the Trustee by written order protocol for issuance of the Shares post-Effective Date, It being understood that MED term remains obligated to deliver in exchange for the Shares and cause its beneficial interest in legal counsel to deliver the Global Note held related Rule 144 opinion letter, and nothing herein constitutes a waiver thereof by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or NotesXxxxxxxx. In connection with any transfer of any of reliance upon the Notes evidenced by this certificate under the Securities Actforegoing facts and for other good and valuable consideration, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWwe agree as follows:

ASSIGNMENT FORM. FOR VALUE RECEIVEDFor value received does hereby sell, the undersigned hereby sell(s)assign, assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE transfer to Please insert social security or other identifying number of assignee Please print or type name and address, including zip code, of assignee: the within Security Note and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint Attorney to transfer said Security the Note on the books of the Issuer, Trustee with full power of substitution in the premises. DatedDate: SignatureYour Signature (Sign exactly a appears in the security) * NOTE: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARThe signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERenlargement or any change whatsoever. Signature Guarantee: Signatures Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiarySUBORDINATED NOTES DUE 20322036 THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, Inc. c/o Keurig Green MountainAS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, Inc. 00 Xxxxxx Xxxx XxxxxxxxxAND MAY BE REOFFERED, Xxxxxxx 00000 AttentionRESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A “QUALIFIED PURCHASER” (AS DEFINED FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) THAT IS EITHER (1) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A UNDER THE SECURITIES ACT OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A UNDER THE SECURITIES ACT THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN OR (2) SOLELY IN THE CASE OF NOTES ISSUED AS CERTIFICATED NOTES, AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN) THAT IS A U.S. PERSON AND IS NOT BOTH (1) A QUALIFIED PURCHASER OR A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AND (2) A QUALIFIED INSTITUTIONAL BUYER OR AN IAI, TO, IN EITHER CASE, SELL ITS INTEREST IN THIS NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER. THE ISSUER HAS THE RIGHT TO REQUIRE THE HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN) TO SELL ITS INTEREST IN THIS NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER IN CERTAIN OTHER CIRCUMSTANCES IN ACCORDANCE WITH THE INDENTURE. EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE REQUIRED TO REPRESENT AND WARRANT THAT FOR SO LONG AS IT HOLDS THIS NOTE OR ANY INTEREST HEREIN, IT IS NOT AND IS NOT ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR. IF THE INVESTOR IN THIS NOTE IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE (“OTHER PLAN LAW”), (I) IT IS NOT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTES BY VIRTUE OF ITS INTEREST THEREIN AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER’S ASSETS) TO OTHER PLAN LAW AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY OTHER PLAN LAW. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF TITLE I OF ERISA) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY. TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE TAX CERTIFICATIONS UNDER SECTION 2.12 OF THE INDENTURE. PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. EACH PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE REQUIRED, OR, BY ACQUIRING THIS NOTE OR AN INTEREST IN THIS NOTE, WILL BE DEEMED, TO REPRESENT AND WARRANT THAT: General Counsel Email(A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF MAKING ITS OWN INDEPENDENT EVALUATION OF THE REASONABLENESS AND ACCURACY OF THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (B) IT UNDERSTANDS THE INHERENT LIMITATIONS OF THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR AND HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE ACCURACY OF, OR TO SUPPLEMENT THE INFORMATION UNDER, THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (C) IT APPROVES THE USE OF THE METHODOLOGY, INPUTS AND ASSUMPTIONS DESCRIBED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; (D) IT HAS MADE ITS OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE NOTES WITHOUT RELIANCE UPON, OR USE OF, IN ANY MANNER WHATSOEVER THE INFORMATION CONTAINED UNDER THE “CREDIT RISK RETENTION” SECTION HEADING IN THE OFFERING CIRCULAR; AND (E) IT UNDERSTANDS THAT THE CO-ISSUERS AND COLLATERAL MANAGER ARE RELYING ON THE FOREGOING AS A MATERIAL INDUCEMENT TO ENTER THIS TRANSACTION AND OTHERWISE WOULD NOT ENGAGE IN THIS TRANSACTION. DISTRIBUTIONS OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO THE HOLDER OF THE SUBORDINATED NOTES REPRESENTED HEREBY ARE SUBORDINATE TO THE PAYMENT ON EACH PAYMENT DATE OF PRINCIPAL AND INTEREST ON THE SECURED DEBT OF THE ISSUER AND THE PAYMENT OF CERTAIN OTHER AMOUNTS TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE GOVERNING SUCH NOTES. SILVER POINT SCF CLO IIV, LTD. SUBORDINATED NOTES DUE 20322036 C-[ ] CUSIP No.: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank[ ] Silver Point SCF CLO IIV, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx XxxxxLtd., 0xx Floor MAC X0000-000 Xxxxxxxxxxxan exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx for value received, hereby promises to pay to [ ] or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [ ] United States Dollars (U.S.$[ ]) on the Payment Date in October 20322036 (the “Stated Maturity”) except as provided below and in the Indenture. The obligations of the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive. This Subordinated Note represents unsecured, subordinated obligations of the Issuer is not entitled to security under the Indenture. Payments of Interest Proceeds and Principal Proceeds to the Holder of this Subordinated Note are subordinated to payments in respect of other Classes of Debt as set forth in the Indenture and failure to pay such amounts will not constitute an Event of Default under the Indenture. Unless the certificate relates of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their authorized signatories, this Note shall not be entitled to $ principal amount any benefit under the Indenture or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Subordinated Notes due 20322036 (the “Subordinated Notes” and, together with the other classes of Notes held issued under the Indenture, the “Notes”) issued under an indenture dated as of September 9, 2021 (the “Indenture”) among the Issuer, Silver Point SCF CLO IIV, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or capacity, the portion thereof indicated above); o has requested “Trustee”, which term includes any successor trustee as permitted under the Trustee by written order Indenture) and as collateral agent. Reference is hereby made to exchange or register the transfer Indenture and all indentures supplemental thereto for a statement of a Note or Notes. In connection with any transfer the respective rights, limitations of any rights, duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, and the Holders of the Notes evidenced by and the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. This Note is subject to redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this certificate under Note is set forth in the Securities ActIndenture. This Note may only be transferred to a transferee acquiring Certificated Subordinated Notes, the undersigned confirms that such Notes are being transferred subject to and in accordance with the restrictions set forth in the Indenture. The Issuer, the Trustee, and any agent of the Issuer, including the Note Registrar and the Paying Agent, or the Trustee, may treat the Person in whose name this Note is registered on the Note Register on the applicable Record Date as the owner of such Note for the purpose of receiving payments on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and none of the Issuer, the Trustee nor any agent of the Issuer, including the Note Registrar and the Paying Agent, or the Trustee, shall be affected by notice to the contrary. The Notes of this Class will be issued in minimum denominations of $2,000,000 and integral multiples of $1 in excess thereof. Title to Notes shall pass by registration in the Note Register kept by the Note Registrar, acting through its terms: CHECK ONE BOX BELOWCorporate Trust Office. No service charge shall be made for registration of transfer or exchange of this Note, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Each holder and beneficial owner of this Note, by its acceptance of this Note, hereby agrees that they shall not institute against, or join any other Person in instituting against the Issuer or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation Proceedings or other similar Proceedings under Cayman Islands, U.S. federal or state bankruptcy laws or any similar laws of any jurisdiction until at least one year and one day after payment in full of the Debt, or, if longer, any applicable preference period then in effect plus one day following such payment in full. In the event that any term or provision contained in this Note shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of the Indenture shall govern with respect to this Note. AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (PRINT OR TYPE NAME, assign(s) and transfer(s) unto PLEASE INSERT ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING TAX ID NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security ASSIGNEES) and all rights thereunderirrevocably appoint, hereby irrevocably constituting and appointing attorney _________________________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE------------------------- --------------------------------------- ------------------------- --------------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee--------------------------------------------------------- Notice: Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the RegistrarNew York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] For good and valuable consideration receipt of which is hereby acknowledged, which requirements include membership or participation in and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Security Transfer Agent Medallion Program Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (“STAMP”) or such other “signature guarantee program” as may be determined the "Note"), authenticated and delivered by the Registrar in addition Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or in substitution forredemption or otherwise, STAMP, all in accordance with the Securities Exchange Act terms of 1934this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as amendedthe same shall become due and payable. Maple Escrow SubsidiaryIn case of the failure of the Company to punctually pay any such principal of or interest on, Inc. c/o Keurig Green Mountainand any Redemption Price with respect to, Inc. 00 Xxxxxx Xxxx Xxxxxxxxxthe Note, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bankthe Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxwhether at Stated Maturity, 0xx Floor MAC X0000-000 Xxxxxxxxxxxupon acceleration or redemption or otherwise, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form and as if such payment were made by the undersignedCompany. The undersigned Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (check one box below): o has requested unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee by written order with respect to deliver in exchange for its beneficial interest any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the Global event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note held or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Depository Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a Note part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in definitive, registered form full or payment thereof shall have been provided for and all other obligations contained in the Notes and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of authorized denominations the preceding sentence and an aggregate principal amount equal to its beneficial interest all amounts payable in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any respect of the Notes evidenced by this certificate under shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the Securities Actbenefit of, and held in trust for the benefit of, the undersigned confirms Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes are being transferred and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with its terms: CHECK ONE BOX BELOWthe provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

ASSIGNMENT FORM. (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security foregoing Warrant and all rights thereunderevidenced thereby are hereby assigned to _______________________________________________ whose address is ----------------------------------------------------------------------. ---------------------------------------------------------------------- Dated: ______________, hereby irrevocably constituting and appointing attorney 1998 Holder's Signature: _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to transfer said Security this Assignment Form must correspond with the name as it appears on the books face of the IssuerWarrant, with full power of substitution in the premises. Dated: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARwithout alteration or enlargement or any change whatsoever, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an “eligible guarantor institution” meeting fiduciary or other representative capacity should file proper evidence of authority to assign the requirements foregoing Warrant. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. 7% CONVERTIBLE SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT SPATIALIZER AUDIO LABORATORIES, INC. THIS AGREEMENT is executed in reliance upon the transaction exemption afforded by Regulation D as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended (the "Act"). This Agreement has been executed by the undersigned in connection with the private placement of the Registrar7% Convertible Series A Preferred Stock (hereinafter referred to as the "Preferred Stock") of Spatializer Audio Laboratories, Inc. (Nasdaq Small Cap Stock Market symbol "SPAZ"), located at 20700 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000, x corporation organized under the laws of Delaware, USA (hereinafter referred to as the "Company"). The terms on which requirements include membership or participation the Preferred Stock may be converted into common stock of the Company, $0.01 par value per share,(the "Common Stock") and the other terms of the Preferred Stock are set forth in the Security Transfer Agent Medallion Program Certificate of Designation of the 7% Convertible Preferred Stock Series A (“STAMP”Exhibit A annexed hereto). In addition, the Company will sell to the Subscribers listed on Schedule A annexed hereto (the "Subscribers" or "Purchasers"), a warrant (the "Warrant") or to purchase One Hundred Fifty Thousand (150,000) shares of Common Stock of the Company for each One Million ($1,000,000) Dollars funded hereunder (such other “signature guarantee program” number of shares of Common Stock underlying the Warrants shall be pro rated for each subscription amount) and shall be exercisable for a period of three (3) years from the Closing Date (as may defined herein), as per the terms of a separate Stock Purchase Warrant (Exhibit B annexed hereto). This Subscription and, if accepted by the Company, the offer and sale of the Preferred Stock, Warrants and the Common Stock underlying the Warrant and Preferred Stock (collectively the "Securities"), are being made in reliance upon the provisions of Regulation D under the Act. The Closing Date shall be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934Sections 1.1 and 15 herein. Aton Select Fund, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities ActLtd., the undersigned confirms that such Notes are being transferred in accordance Subscriber listed on Schedule A annexed hereto ("Subscriber") hereby represents and warrants to, and agrees with its terms: CHECK ONE BOX BELOWthe Company as follows:

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ______________________________________ ______________________________________ ______________________________________ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________ attorney to transfer said Security on the books of the IssuerCompany, with full power of substitution in the premises. Dated: __________________________ Signature: ____________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiaryThe following increases or decreases in Principal Amount of this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal Amount of this Global Security Principal Amount of this Global Security following such Decrease or Increase Signature of Authorized Signatory of Trustee or Custodian THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, Inc. c/o Keurig Green MountainAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, Inc. 00 Xxxxxx Xxxx XxxxxxxxxIN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo BankEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx XxxxxEXCHANGE OR PAYMENT, 0xx Floor MAC X0000-000 XxxxxxxxxxxAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersignedOR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or NotesCUSIP NO. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW49271V AK6 ISIN NO. US49271VAK61

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: (PRINT OR TYPE NAME, assign(s) and transfer(s) unto PLEASE INSERT ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING TAX ID NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security ASSIGNEES) and all rights thereunderirrevocably appoint, hereby irrevocably constituting and appointing attorney __________________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE(SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee__________________________________________________________ Notice: Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the RegistrarNew York Stock Exchange or a commercial bank or trust company. For good and valuable consideration receipt of which is hereby acknowledged, which requirements include membership or participation in and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Security Transfer Agent Medallion Program Company that pursuant to the terms of the Indenture guarantees the Company’s obligations under the Notes (as defined below) and the Indenture, the “STAMPGuarantors”) or such other hereby unconditionally and jointly and severally guarantees to the Holder of the note (the “signature guarantee program” as may be determined Note”), authenticated and delivered by the Registrar in addition Trustee, upon which this guarantee (the “Guarantee”) is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at the Stated Maturity Date, upon acceleration or in substitution forredemption or otherwise, STAMP, all in accordance with the Securities Exchange Act terms of 1934this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as amendedthe same shall become due and payable. Maple Escrow SubsidiaryIn case of the failure of the Company to punctually pay any such principal of or interest on, Inc. c/o Keurig Green Mountainand any Redemption Price with respect to, Inc. 00 Xxxxxx Xxxx Xxxxxxxxxthe Note, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bankeach Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxwhether at the Stated Maturity Date, 0xx Floor MAC X0000-000 Xxxxxxxxxxxupon acceleration or redemption or otherwise, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form and as if such payment were made by the undersignedCompany. The undersigned Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (check one box below): o has requested unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee by written order with respect to deliver in exchange for its beneficial interest any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the Global event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note held or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Depository Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the “Notes”) of the series of which the Note is a Note part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in definitivefull or payment thereof shall have been provided for and all other obligations contained in the Notes, registered form the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of authorized denominations the preceding sentence and an aggregate principal amount equal to its beneficial interest all amounts payable in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any respect of the Notes evidenced by this certificate under shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the Securities Actbenefit of, and held in trust for the benefit of, the undersigned confirms Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders, to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes are being transferred and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with its terms: CHECK ONE BOX BELOWthe provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (PRINT OR TYPE NAME, assign(s) and transfer(s) unto PLEASE INSERT ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING TAX ID NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security ASSIGNEES) and all rights thereunderirrevocably appoint, hereby irrevocably constituting and appointing attorney __________________ agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE------------------------------- --------------------------------- ------------------------------- --------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee-------------------------------------------------------- Notice: Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the RegistrarNew York Stock Exchange or a commercial bank or trust company. [Form of Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, which requirements include membership or participation in and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Security Transfer Agent Medallion Program Company that pursuant to the terms of the Indenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (“STAMP”) or such other “signature guarantee program” as may be determined the "Note"), authenticated and delivered by the Registrar in addition Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or in substitution forredemption or otherwise, STAMP, all in accordance with the Securities Exchange Act terms of 1934this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as amendedthe same shall become due and payable. Maple Escrow SubsidiaryIn case of the failure of the Company to punctually pay any such principal of or interest on, Inc. c/o Keurig Green Mountainand any Redemption Price with respect to, Inc. 00 Xxxxxx Xxxx Xxxxxxxxxthe Note, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bankthe Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxxwhether at Stated Maturity, 0xx Floor MAC X0000-000 Xxxxxxxxxxxupon acceleration or redemption or otherwise, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form and as if such payment were made by the undersignedCompany. The undersigned Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (check one box below): o has requested unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee by written order with respect to deliver in exchange for its beneficial interest any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the Global event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note held or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Depository Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a Note part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in definitivefull or payment thereof shall have been provided for and all other obligations contained in the Notes, registered form the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of authorized denominations the preceding sentence and an aggregate principal amount equal to its beneficial interest all amounts payable in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any respect of the Notes evidenced by this certificate under shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the Securities Actbenefit of, and held in trust for the benefit of, the undersigned confirms Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes are being transferred and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with its terms: CHECK ONE BOX BELOWthe provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you, the undersigned hereby sell(s)holder, assign(swant to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to (Insert assignee’s social security or tax ID number) (Print or type assignee’s name, address and zip code) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premises. DatedThe agent may substitute another to act for such agent. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) By:___________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. To be executed by an executive officer Signature Guarantee: Signatures must The following increases or decreases in this Registered Global Security have been made: Date of Principal Amount of this Principal Amount of this following such officer of Trustee or Exchange Global Registered Security Global Registered Security decrease or increase Securities Custodian THIS NOTE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. No. 2 $300,000,000 CUSIP No. 30161N AD 3 Exelon Corporation, a corporation duly organized and subsisting under the laws of the Commonwealth of Pennsylvania (herein called the “Issuer” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Million Dollars ($300,000,000), and to pay interest thereon from June 9, 2005 or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 2005 at the rate of 4.90% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 4.90% per annum (to the extent that the payment of such interest shall be guaranteed legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record date for such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such record date and may either be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by an “eligible guarantor institution” meeting the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the RegistrarSecurities of this series may be listed, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or and upon such other “signature guarantee program” notice as may be determined required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Issuer maintained for that purpose in the Borough of Manhattan, the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that so long as the Notes are held by DTC as Registered Global Securities, payments shall be made by wire transfer to DTC. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toTrustee referred to on the reverse hereof by manual signature, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates this Note shall not be entitled to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate benefit under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWIndenture or be valid or obligatory for any purpose.

ASSIGNMENT FORM. FOR VALUE RECEIVEDTo assign this Security or, in the undersigned hereby sell(s)event of conversion, assign(s) shares of Best Buy Common Stock, fill in the form below: I or we assign and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within transfer this Security or, shares of Best Buy Common Stock, to and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint agent to transfer said this Security on the books of the IssuerCompany. The agent may substitute another to act for him. Date: Your signature: (Sign exactly as your name appears on the face of this Security) Signature Guaranteed: Initial Principal Amount of Global Security: ($ ). THIS SECURITY IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATIONS § 1.1275-4(b). AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, with full power BEST BUY CO., INC. (THE "COMPANY") HAS SET FORTH THE "COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED. THIS SECURITY (OR ITS PREDECESSOR) AND THE RELATED GUARANTEE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY, THE RELATED GUARANTEE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY, THE RELATED GUARANTEE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iii) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER SHALL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF SHALL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT. THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. The foregoing legend may be removed from this Security on satisfaction of substitution the conditions specified in the premisesIndenture. No. CUSIP: Issue Date: January 15, 2002 BEST BUY CO., INC., a Minnesota corporation, promises to pay to or registered assigns, the principal amount of [ ] DOLLARS ($ [ ]) on January 15, 2022. This Security shall bear interest in the manner specified on the other side of this Security. This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security. Dated: SignatureBEST BUY CO., INC. By: NOTICEName: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE Title: TRUSTEE'S CERTIFICATE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARAUTHENTICATION XXXXX FARGO BANK MINNESOTA, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Registrar, which requirements include membership or participation Securities referred to in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedwithin-mentioned Indenture. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWAuthorized Signatory Dated:

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please Insert Social Security or ---------------------------------------- Other Identifying Number of Assignee ---------------------------------------- PLEASE PRINT OR TYPE TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the within Security Debenture of WESTERN ATLAS INC. and all rights thereunder, does hereby irrevocably constituting constitute and appointing appoint -------------------------------------------------------------------------------- attorney to transfer the said Security Debenture on the books of the IssuerCompany, with full power of substitution in the premises. Dated: Your Signature: --------------------------- ------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARThe signature of this assignment must correspond with the name as written upon the within instrument in every particular, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERwithout alteration or enlargement or any change whatever. Signature Guarantee: Signatures must be guaranteed WESTERN ATLAS INC. 0-0/0% Xxxx xxx 0000 Xx this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Securxxx xxx xxx xx xxxxxxxxxxx xxxxxt as a whole by the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an “eligible guarantor institution” meeting authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co. or such other entity as is requested by such authorized representative, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CUSIP No.: 957674 AC 8 No. N-1 $150,000,000 WESTERN ATLAS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Fifty Million Dollars on June 15, 2004, and to pay interest thereon from June 15, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1994, at the rate of 7-7/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the RegistrarSecurities of this series may be listed, which requirements include membership and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any such interest on this Security will be made at the office or participation agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as may be determined if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toTrustee referred to on the reverse hereof by manual signature, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates this Security shall not be entitled to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate benefit under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWIndenture or be valid or obligatory for any purpose.

ASSIGNMENT FORM. FOR VALUE RECEIVED, --------------------------------------- (Please type or print in block letters) hereby sells, assigns and transfers unto: Name: --------------------------------------------------------- (Please type or print in block letters) Taxpayer Identification Number: ---------------------------------------------------------- Address: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- this Warrant Certificate and the undersigned hereby sell(s), assign(s) Warrants represented by this Warrant Certificate to the extent of ________________ Warrants and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint ___________________________ Attorney-in-Fact, to transfer said Security the same on the books of the Issuer, Company with full power of substitution in the premises. Dated: --------------------------- Signature: NOTICE: -------------------------------------------------------------- (Signature must conform in all respects to the name of the Warrantholder as set forth on the face of this Warrant Certificate.) Exhibit B --------- NEITHER THE SIGNATURE TO WARRANTS REPRESENTED BY THIS ASSIGNMENT MUST CORRESPOND WITH WARRANT CERTIFICATE NOR THE NAME AS WRITTEN UPON THE FACE SHARES OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT COMMON STOCK OR ANY CHANGE WHATEVEROTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Signature Guarantee: Signatures must be guaranteed SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG THE COMPANY, SALOMON GREY FINANCIAL CORPORATION AND KAUFMAN & MOOMJIXX, XXX, AX XXXXXX AGENT VOID AFTER 5:00 P.M. ON DECEMBER 31, 2003 VIZACOM INC. WARRANT CERTIFICATE 100,000 COMMON STOCK PURCHASE WARRANTS Teaneck, New Jersey Warrant Certificate No. SGFC-2 January 2, 2001 THIS IS TO CERTIFY THAT, for value received, Salomon Grey Financial Corporation or registered assigns (the "Warrantholder") permitted by an “eligible guarantor institution” meeting the requirements terms of this Warrant Certificate, is the registered owner of the Registrarnumber of Common Stock Purchase Warrants (each, which requirements include membership a "Warrant") set forth above, each Warrant entitling the owner thereof to purchase from Vizacom Inc., a Delaware corporation (the "Company"), at any time on or participation in after February 15, 2001 and on or prior to 5:00 P.M., New York City time, on December 31, 2003 (the Security Transfer Agent Medallion Program "Expiration Time"), one duly authorized, validly issued, fully paid and nonassessable share (“STAMP”each, a "Warrant Share") or such other “signature guarantee program” as may be determined by of the Registrar in addition tocommon stock, or in substitution forpar value $.001 per share ("Common Stock"), STAMPof the Company, at a price of $.50 per share (the "Exercise Price"), all in accordance with subject to the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersignedterms and conditions contained herein. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form number of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes Warrants evidenced by this certificate under Warrant Certificate (and the Securities Actnumber and kind of securities which may be purchased upon exercise hereof) set forth above, and the Exercise Price per share set forth above, are as of the date hereof. As provided herein, the undersigned confirms that such Notes Exercise Price and the number of shares of Common Stock or other securities which may be purchased upon the exercise of the Warrants evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. This Warrant Certificate, together with any warrant certificate(s) issued in replacement or substitution hereof (as provided for herein) evidencing all or part of the Warrants evidenced hereby, are being transferred in accordance with its terms: CHECK ONE BOX BELOWsometimes collectively referred to herein as the "Warrant Certificates." The rights of the registered holder of this Warrant Certificate shall be subject to the following further terms and conditions:

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________ _________________________________________ _________________________________________ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Security on the books of the IssuerCompany, with full power of substitution in the premises. Dated: :_______________________________ Signature: :____________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow SubsidiaryThe following increases or decreases in Principal Amount of this Global Security have been made: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, Inc. c/o Keurig Green MountainAND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, Inc. 00 Xxxxxx Xxxx XxxxxxxxxIN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo BankEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx XxxxxEXCHANGE OR PAYMENT, 0xx Floor MAC X0000-000 XxxxxxxxxxxAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP3 ISIN ECOLAB INC., a Delaware corporation (herein called the “Company”), for value received, hereby promises to $ pay to CEDE & CO., or registered assigns, the principal sum of $[__] ([__] MILLION DOLLARS) or such other principal amount as shall be set forth on Schedule I hereto on December 1, 2047 and to pay interest thereon at the rate of Notes held 3.950% per annum from November 27, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and to pay the Additional Interest, if any, as defined and payable pursuant to the Registration Rights Agreement, on June 1 and December 1 of each year, 3 Rule 144A Notes: 278865 AZ3 / US278865AZ39 Regulation S Notes: U27803 AG7 / USU27803AG72 Temporary Reg-S Note will convert to the Permanent Reg-S Note Cusip # ____ automatically after the Restricted Period ends, subject to the requirements set forth in the Indenture. commencing June 1, 2018 (check applicable space) book entry each an “Interest Payment Date”), until the principal hereof is paid or definitive form by the undersignedmade available for payment. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange interest that is payable and is punctually paid or duly provided for its beneficial interest on any Interest Payment Date will, except as provided in the Global Note held by Indenture hereinafter referred to, be paid to the Depository a Note or Notes Person in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global whose name this Note (or one or more predecessor Notes) is registered at the portion thereof indicated above); o has requested close of business on the Record Date for such interest, which will be the May 15 and November 15, as the case may be, immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on the relevant Record Date and either may be paid to the Persons in whose name this Note (or one or more predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten calendar days prior to such Special Record Date, or may be paid in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, or in such other office or agency as may be established by the Company pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Minneapolis, Minnesota (the “Corporate Trust Office”)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent (i) by written order check mailed to exchange the address of the Person entitled thereto as such address shall appear in the Security Register or register (ii) by wire transfer to an account maintained by the transfer of a Note or NotesPerson entitled thereto as specified in the Security Register. In connection with any transfer the event that notes in definitive form shall have been issued, payments of any principal and interest at maturity will be made against presentation of this Note at the Notes evidenced Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer. Reference is hereby made to the further provisions of this certificate Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the Certificate of Authentication hereon has been executed by the Trustee or an Authenticating Agent under the Securities ActIndenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWIndenture or be valid or obligatory for any purpose.

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Security on the books of the Issuer, with full power of substitution in the premises. Dated: Signature: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW

ASSIGNMENT FORM. FOR VALUE RECEIVEDThe undersigned, being the undersigned true and lawful owner of Holder Warrants to purchase shares of Common Stock of 11 Good Energy, Inc. hereby sell(s), assign(sassigns and transfers unto: Name: (Please typewrite or print in block letters) Address: Social Security Number/ Federal ID: the right to purchase Common Stock of _____________ represented by this Warrant to the extent of ________________________ shares of Common Stock as to which such right is exercisable and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, does hereby irrevocably constituting constitute and appointing attorney appoint _____________________________ Attorney, to transfer said Security the same on the books of the Issuer11 Good Energy, Inc. with full power of substitution in the premises. Dated: Name of Registered Holder Signature Signature: NOTICE: , if held jointly THE SIGNATURE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO THIS ASSIGNMENT MUST CORRESPOND WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE NAME AS WRITTEN ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE FACE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE WITHIN INSTRUMENT IN EVERY PARTICULARCOMPANY, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERSTATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. Signature Guarantee: Signatures must be guaranteed by an This warrant certificate (the “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMPWarrant Certificate”) certifies that XXXXX XXXXXX or such other registered assigns, is the registered holder (the “signature guarantee program” as may be determined by Holder”) of Warrants to purchase, at any time until 5:00 P.M. California time on May 9, 2017 (the Registrar in addition to“Expiration Date”), or in substitution forup to 200,000 fully-paid and non-assessable shares, STAMP, all subject to adjustment in accordance with Section 6 hereof (the Securities Exchange Act “Warrant Shares”), of 1934the common stock (the “Common Stock”), of 11 GOOD ENERGY, INC., a Delaware corporation (the “Company”), subject to the terms and conditions set forth herein. The warrants represented by this Warrant Certificate and any warrants resulting from a transfer or subdivision of the warrants represented by this Warrant Certificate shall sometimes hereinafter be referred to, individually, as amended. Maple Escrow Subsidiarya “Warrant” and, Inc. c/o Keurig Green Mountaincollectively, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx as the “Warrants.” This certificate relates to $ principal amount of Notes held Warrant Certificate is being delivered in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer the terms of any of the Notes evidenced by this certificate under the Securities Actan Employment Agreement dated May 9, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW2012.

ASSIGNMENT FORM. FOR VALUE RECEIVEDIf you the Holder want to assign this Note, fill in the undersigned hereby sell(s)form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, assign(saddress and zip code and social security or tax ID number of assignees) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney appoint --------------------------------------------------------- agent to transfer said Security this Note on the books of the Issuer, with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: SignatureSigned: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ------------------------- -------------------------------------- -------------------------------------- (Sign exactly as name appears on the other side of the Note) Signature Guarantee: Signatures ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of the Registrar, which requirements include membership New York Stock Exchange or participation a commercial bank or trust company. The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the Security Transfer Agent Medallion Program Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees (“STAMP”such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the 5.700% Notes due March 1, 2007 (the "Notes") which this Guarantee accompanies, whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other “signature guarantee program” as may be determined by obligations of the Registrar in addition to, Company to the Holders or in substitution for, STAMPthe Trustee, all in accordance with the Securities Exchange Act terms set forth in Article Two of 1934, as amendedthe Guarantee Agreement. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This Guarantee shall not be valid or obligatory for any purpose until the certificate relates to $ principal amount of authentication on the Notes held in (check applicable space) book entry or definitive form upon which this Guarantee is noted shall have been executed by the undersigned. The undersigned (check one box below): o has requested Trustee under the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held Indenture by the Depository a Note or Notes in definitive, registered form manual signature of one of its authorized denominations officers. This Guarantee shall be governed by and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate under the Securities Act, the undersigned confirms that such Notes are being transferred construed in accordance with its terms: CHECK ONE BOX BELOWthe laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Guarantee Agreement.

ASSIGNMENT FORM. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please Insert Social Security or -------------------------------------- Other Identifying Number of Assignee -------------------------------------- PLEASE PRINT OR TYPE TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the within Security Note of WESTERN ATLAS INC. and all rights thereunder, does hereby irrevocably constituting constitute and appointing appoint -------------------------------------------------------------------------------- attorney to transfer the said Security Note on the books of the IssuerCompany, with full power of substitution in the premises. Dated: Your Signature: ------------------------- ----------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULARThe signature of this assignment must correspond with the name as written upon the within instrument in every particular, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVERwithout alteration or enlargement or any change whatever. Signature Guarantee: Signatures must be guaranteed WESTERN ATLAS INC. 0-0/0% Xxxx xxx 0000 Xf this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Securxxx xxx xxx xx xxxxxxxxxxx xxxxxt as a whole by the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an “eligible guarantor institution” meeting authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co. or such other entity as is requested by such authorized representative, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CUSIP No.: 957674 AC 8 No. N-2 $100,000,000 WESTERN ATLAS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Million Dollars on June 15, 2004, and to pay interest thereon from June 15, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1994, at the rate of 7-7/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the RegistrarSecurities of this series may be listed, which requirements include membership and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any such interest on this Security will be made at the office or participation agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as may be determined if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toTrustee referred to on the reverse hereof by manual signature, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Maple Escrow Subsidiary, Inc. c/o Keurig Green Mountain, Inc. 00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 Attention: General Counsel Email: Xxxxx-Xxxxxxxxx@xxxx.xxx Xxxxx Fargo Bank, N.A. Corporate Trust-DAPS Reorg 000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx This certificate relates this Security shall not be entitled to $ principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned. The undersigned (check one box below): o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate benefit under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWIndenture or be valid or obligatory for any purpose.