Common use of CONVERSION NOTICE Clause in Contracts

CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

CONVERSION NOTICE. To: Atmel Corporation The undersigned registered holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into for shares of Common Shares Stock of the Company Atmel Corporation in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. DatedDate: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are ______________________________________ Name: __________________________ Signature: _____________________ Fill in name and address for registration of shares if to be registered in If only a portion of the Debenture is delivered to, and Securities if to be converted, issued to and in the name of a Person an entity other than the Holder, please indicateregistered holder: print such Person's name and addressName: ------------------------------------- ______________________________________ Street Address: ____________________________ City: ______________________________________ Social Security or Other Taxpayer Identification Number: _____________________ Principal amount to be convertedconverted (if less than all): $_____,000 -Conversion Notice- [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: Name US$ -------------------------------- Atmel Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Atmel Corporation (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem this Security, or the portion hereof (which is $1,000 denomination Principal Amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled Indenture referred to receive the Common Shares issuable upon conversion shall in this Security. Dated: _____________________________ Name: ______________________________ Signature(s): ______________________ Signature(s) must be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holderguaranteed by an eligible Guarantor Institution (a bank, a certificate stock broker, a savings and loan association or certificates for the number of full a credit union) with membership in an approved signature guarantee program pursuant to Securities and Exchange Commission Rule 17Ad-15) if shares of Common Shares issuable upon conversionStock are to be issued, together with payment or Securities to be delivered, other than to or in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder. The Debenture may be converted in part, but only if the principal By: _________________________________ Signature Guarantor Principal amount to be converted is any integral multiple of US$1,000.redeemed (if less than all): $________________ Social Security or Other Taxpayer Identification Number: ______________ - Redemption Election -

CONVERSION NOTICE. The undersigned holder To convert this Security into Common Stock of the Company, check the box: [ ] To convert only part of this Debenture hereby irrevocably converts the DebentureSecurity, or any portion of state the principal amount at Maturity hereof to be converted (must be $1,000 or a multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: --------------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: -------------------------------------------------- * Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL To: ChipPAC, Inc. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from ChipPAC, Inc. (the "COMPANY") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this Debenture, and directs that such sharesSecurity at the Change in Control Purchase Price, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount accrued interest to, but excluding, such date, to the registered Holder hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. DatedDate: ---------------------- ----------------------------------------- ----------------------------------------- ----------------------------- ------------------------------------------ Signature(s) If Common Shares or Debentures are Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to be registered in If only a portion Rule 17Ad-15 under the Securities Exchange Act of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1934. ------------------------------------------ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on redeemed(in an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$$1,000., if less than all): ----------------------------------- NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES(4) The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: Principal Amount of this Global Security Following Such Amount of Decrease in Amount of Increase in Decrease Date of Exchange Authorized Signatory of Principal Amount of this Principal Amount of this (or Increase) Securities Custodian Global Security Global Security -------------------------- ----------------------- ------------------------ ------------------------

CONVERSION NOTICE. The undersigned holder To convert this Note into Common Stock of the Company, check the box: [ ] To convert only part of this Debenture hereby irrevocably converts the DebentureNote, or any portion of state the principal amount at Maturity hereof to be converted (must be $1,000 or a integral multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: --------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this Note) *Signature guaranteed by: By: ---------------------------- * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: Valeant Pharmaceuticals International The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Valeant Pharmaceuticals International (the "Company") and Ribapharm Inc. ("Ribapharm") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company and Ribapharm to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this Debenture, and directs that such sharesSecurity at the Change in Control Purchase Price, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxesaccrued interest, if any, payable with respect theretoto, but excluding, such date, to the registered Holder hereof. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ____________ _________________________________ _________________________________ Signature(s) If Common Shares or Debentures are must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to be registered in If only a portion Rule 17Ad-15 under the Securities Exchange Act of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1934. _________________________________ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion purchased (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$$1,000., if less than all): _________________________________

CONVERSION NOTICE. The undersigned holder of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any portion of the principal amount at Maturity hereof (which is U.S.$1,000 or an integral multiple of US U.S.$1,000 in excess thereof, PROVIDED that the unconverted portion of such principal amount is U.S. $1,0001,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Notes are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------------------- ------------------------------------- ------------------------------------- Signature(s) If Common Shares shares or Debentures Notes are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holderholder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: --------------------------------------- Name US$ -------------------------------- (US$1,000 denomination --------------------------------------- Address --------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, --------------------------------------- Signature Guaranteed If only a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that Notes is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned holder Holder of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock plus cash in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and/or the plus cash amount, as applicable, and any Debentures Note representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) By: --------------------- Signature of Registered Holder* If Common Shares shares or Debentures Notes are to be registered in If only a portion of the Debenture is Principal amount to be converted, converted the name of a Person other than the Holder, (if less than all): $___,000 please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: ------------------------------------------- Name US$ -------------------------------- (US$1,000 denomination ------------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber ------------------------------------------- Street Address ------------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Notes are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. To DDi Corp.: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture and the Supplemental Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $_____________ Owner: Dated: ---------------------- ----------------------------------------- ----------------------------------------- ----------------------------- ---------------------------------------- ---------------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad- 15 under the Securities Exchange Act of 1934 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ---------------------------------------- Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . ---------------------------------------- (Name) ---------------------------------------- Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ---------------------------------------- (Address) ----------------------------------------

CONVERSION NOTICE. TO: NII HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company NII Holdings, Inc. and/or cash in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable and/or cash payable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Note not converted or a check for cash payable are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ Name of holder or underlying participant of Depository Signature(s) If Signature(s) 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”) or such other “signature guarantee program” as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

CONVERSION NOTICE. The undersigned holder To convert this Note, check the box: To convert only part of this Debenture hereby irrevocably converts the DebentureNote, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if state the principal amount to be converted is any (must be a minimum of $1,000 principal amount or an integral multiple of US$1,000$1,000 principal amount): $ . This Conversion Notice is being delivered in connection with the following: ¨ Make-Whole Change of Control If delivered in connection with either a Make-Whole Change of Control and, if applicable, such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the undersigned hereby elects to receive the following: ¨ Make-Whole Shares ¨ Coupon Make-Whole Payment If you want the stock certificate made out in another person’s name or Cash in lieu of fractional shares of Common Stock paid to another person, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Note) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. Schedule I* No. The initial principal amount of this Global Note is $ . Date Principal Amount of this Global Note Notation Explaining Change in Principal Amount Authorized Signature of Trustee * This schedule should be included only if the Note is a Global Note. EXHIBIT B DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 A BENEFICIAL INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. EXHIBIT C OID LEGEND THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF CALLAWAY GOLF COMPANY AT 0000 XXXXXXXXXX XXXX, CARLSBAD, CALIFORNIA (FACSIMILE: (000) 000-0000) EXHIBIT D TRANSFER RESTRICTION LEGEND THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION RIGHTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a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e: 3.75% Convertible Senior Notes due August 15, 2019 (the “Notes”) of Callaway Golf Company This certificate relates to $ principal amount of Notes owned in (check applicable box) book-entry or definitive form by(the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.13 of the Indenture dated as of August 29, 2012 between Callaway Golf Company and Wilmington Trust, National Association, as trustee (the “Indenture”), and the transfer of such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): Such Note is being transferred pursuant to an effective registration statement under the Securities Act. Such Note is being transferred outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act. Such Note is being acquired for the Transferor’s own account, without transfer. Such Note is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. Such Note is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Note will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. Date: (Insert Name of Transferor)

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated: ---------------------- ----------------------------------------- ----------------------------------------- :___________ _________________________ _________________________ Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. _________________________ Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . _________________________ ___________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number _________________________ (Address)

CONVERSION NOTICE. To: National Semiconductor Corporation The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company National Semiconductor Corporation in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------------ ---------------------------------- ---------------------------------- Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: ------------------------------- (Name) ------------------------------- (Street Address) ------------------------------- (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all):$______________ ---------------------------------- Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE To: Name US$ -------------------------------- National Semiconductor Corporation The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from National Semiconductor Corporation (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of Indenture referred to in this Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionredemption price, together with payment in lieu of any fraction of a shareaccrued interest to such date, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal Dated: ------------------------ --------------------------------------- --------------------------------------- Signature(s) Principal amount to be converted is (if less than all): $__________ NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any integral multiple of US$1,000.change whatever. ---------------------------------------- Social Security or Other Taxpayer Identification Number

CONVERSION NOTICE. The undersigned holder To convert this Note, check the box: ¨ To convert only part of this Debenture hereby irrevocably converts the DebentureNote, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if state the principal amount to be converted is any (must be $1,000 principal amount or an integral multiple of US$1,000$1,000 principal amount): $ . If you want the Cash paid to another person or the stock certificate, if any, made out in another person’s name, fill in the form below: _______________________________________________________________________________ (Insert assignee’s soc. sec. or tax I.D. no.) _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Print or type assignee’s name, address and zip code) and irrevocably appoint _______________________________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Note) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. Schedule I* No. [__] The initial principal amount of this Global Note is $300,000,000. Date Principal Amount of this Global Note Notation Explaining Change in Principal Amount Authorized Signature of Trustee * This schedule should be included only if the Note is a Global Note. EXHIBIT B DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 A BENEFICIAL INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts elects to exercise the Debentureright, or any portion represented by the articles of association of Polestar Automotive Holding UK Plc (the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated“Articles”), to convert Class C Shares into Common Class A Ordinary Shares and herewith tenders payment for such Class A Ordinary Shares to the order of the Company in the amount of $[●] in accordance with the terms of this Debenture, hereof. The undersigned requests that a share certificate for such Class A Ordinary Shares be issued in its name at [address] and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, certificate be delivered to and be registered in the name [●] whose address is [●]. If said number of Class A Ordinary Shares is less than all of the Class A Ordinary Shares convertible hereunder, the undersigned unless requests that a different new share certificate representing the remaining balance of such Class C Shares in its name be delivered to [●]. In the event that the Company has been indicated belowserved notice on the holders of Class C Shares pursuant to Articles 13.26 requiring conversion of all the outstanding Class C Shares into Class A Ordinary Shares, the number of Class A Ordinary Shares that Class C Shares convert into shall be determined in accordance with Article 13.26. In the event that the Class C Share is a Class C-2 Share that is to be converted on a “cashless” basis pursuant to Article 13.7, the number of Class A Ordinary Shares that the Class C Shares convert into shall be determined in accordance with Article 13.7. In the event that the Class C Shares is to be converted on a “cashless” basis pursuant to Article 13.9, the number of Class A Ordinary Shares that for the Class C Shares convert into shall be determined in accordance with Article 13.9. In the event that the Class C Shares may be converted, to the extent allowed by the Articles, through cashless conversion (i) the number of Class A Ordinary Shares that the Class C Shares is convertible into would be determined in accordance with the relevant section of the Articles which allows for such cashless conversion and (ii) the holder hereof shall complete the following: the undersigned hereby irrevocably elects to exercise the right, represented by the Class C Shares, through the cashless conversion provisions of the Articles, to receive Class A Ordinary Shares. If Common Shares or Debentures are to be registered in the name said number of a Person other shares is less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate all of the undersignedClass A Ordinary Shares receivable hereunder (after giving effect to the cashless conversion), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common requests that a new share certificate representing the remaining balance of such Class C Shares or Debentures are to be registered issued in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's its name and addressthat such share certificate be delivered to [●], whose address is [●]. Date: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- __________, [2022] ____________________ (US$1,000 denomination or ------------------------------------- integral multiple thereofSignature) Address ------------------------------------- Taxpayer ____________________ (Address) ____________________ ____________________ ____________________ (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, if any The DebentureSTOCKBROKERS, if surrendered for conversion SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (in whole or in part) other than on an Interest Payment DateOR ANY SUCCESSOR RULE)). 106 EXHIBIT B Depositary Agreement See attached. 107 Execution Copy CLASS C-1 DEPOSIT AGREEMENT by and among POLESTAR AUTOMOTIVE HOLDING UK PLC AND CITIBANK, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the HolderN.A., as holder Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of the principal amount of the Debenture so convertedJune 23, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.2022 Execution Copy TABLE OF CONTENTS

CONVERSION NOTICE. To: Triarc Companies, Inc. The undersigned registered holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into for shares of Class A Common Shares Stock of the Company Triarc Companies, Inc. in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________________ ______________________________ Signature(s) If Common Shares or Debentures are Fill in for registration of shares if to be registered in If only a portion of the Debenture is delivered, and Securities if to be converted, issued other than to and in the name of a Person other than the Holderregistered holder: ______________________________ (Name) ______________________________ (Street Address) ______________________________ (City, please indicate: State and zip code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $____,000 -------------------------------- Social Security or Other Taxpayer Identification Number [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: Name US$ -------------------------------- Triarc Companies, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Triarc Companies, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem this Security, or the portion hereof (which is $1,000 denomination Principal Amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the HolderIndenture referred to in this Security. Dated: _____________________ ________________________________ ________________________________ Signature(s) Principal amount to be redeemed (if less than all): $____________ ________________________________ Social Security or Other Taxpayer Identification Number [FORM OF ASSIGNMENT FOR SECURITY] For value received ______________________ hereby sell(s), as holder of the principal amount of the Debenture so converted, shall cease, assign(s) and the Person transfer(s) unto __________________________________ (Please insert social security or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the other taxpayer identification number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If assignee.) the Debenture is converted in part only, upon such conversion within Security and hereby irrevocably constitutes and appoints _______________ attorney to transfer the Company shall execute and deliver to said Security on the Holder, at the expense books of the Company, a new Debenture or Debentures with full power of authorized denominations substitution in an aggregate principal amount equal the premises. In connection with any transfer of the within Security occurring prior to the unconverted portion Transfer Restriction Termination Date, the undersigned confirms that such Security is being transferred: |_| To Triarc Companies, Inc. or a subsidiary thereof; or |_| Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or |_| Pursuant to and in compliance with Regulation S under the Securities Act of 1933, as amended; or |_| Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an "affiliate" of the principal amount Company as defined in Rule 144 under the Securities Act of such Debenture1933, as amended (an "Affiliate"): |_| The transferee is an Affiliate of the Company. Dated: _____________________ ___________________________ ___________________________ Signature(s) Signature(s) must be guaranteed, by a commercial bank or trust company or a member firm of a major stock exchange. __________________________________ Signature Guarantee NOTICE: The Debenture may be converted above signatures of the holder(s) hereof must correspond with the name as written upon the face of this Security in partevery particular without alteration or enlargement or any change whatever. [FORM OF GUARANTY FOR ENDORSEMENTS ON GLOBAL SECURITY] TO REFLECT CHANGES IN PRINCIPAL AMOUNT] Schedule A Changes to Principal Amount of Global Security Principal Amount of Securities by which this Global Security Is To Be Reduced or Increased, but only if the principal amount to be converted is any integral multiple and Reason for Remaining Principal Reduction Amount of US$1,000.this Notation Date or Increase Global Security Made by ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned holder registered owner of this Debenture hereby irrevocably converts exercises the option to convert this Debenture, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into cash and, if applicable, shares of Common Shares Stock of the Company Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such sharesconversion, if any, together with a Cheque the check in payment for any the Conversion Value and fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Debenture not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ Signature(s) If Common Shares or Debentures are to Signature(s) must be registered in If only a portion guaranteed by an “eligible guarantor institution” meeting the requirements of the Debenture is 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 Debenture registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common Stock if to be convertedissued, and Debentures if to be delivered, other than to and in the name of a Person other than the Holderregistered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $____________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- _______________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Mentor Graphics Corporation (US$the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Debenture at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut not including, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ______________________ Signature(s)

CONVERSION NOTICE. To: Lennar Corporation The undersigned registered holder of this Debenture hereby irrevocably converts exercises the option to convert this Debenture, or any portion of the principal amount at Maturity hereof (which is an integral $1,000 Principal Amount at Final Maturity or a multiple thereof) designated below, for shares of US $1,000) below designated, into Common Shares Stock of the Company Lennar Corporation in accordance with the terms of the Supplemental Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Debenture not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will shall pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture This notice shall be deemed to have been converted immediately be an irrevocable exercise of the option to convert this Debenture unless the Conversion Date is prior to July 29, 2003 and the close Company delivers timely notice of business on the Business Day its election to deliver cash instead of surrender issuing shares of the Debenture for conversion (the "Conversion Date") Common Stock in accordance with the foregoing provisions, and at such time the rights Section 2.06(2) of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208Supplemental Indenture. If the Debenture is converted Company delivers such notice, the undersigned may withdraw this notice in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense accordance with Section 2.06(2) of the CompanySupplemental Indenture. Dated: ---------------------------- ---------------------------- Signature(s) Fill in for registration of shares if to be delivered, a new Debenture or and Debentures if to be issued other than to and in the name of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount registered holder: ------------------------------ (Name) Principal Amount at Final Maturity to be converted is any integral multiple of US$1,000.------------------------------ (if less than all): (Strxxx Xxxxxxx) $__,000 ------------------------------ (City, state and zip code) ------------------------- Social Security or Other Please print name and address Taxpayer Number

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000U.S.$1,000) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) ------------------------- ---------------------------------------- If Common Shares shares or Debentures Securities are to be ---------------------------------------- registered in If only a portion of the Debenture is to be converted, the name of a Person Signature(s) other than the Holder, please indicate: print such Person's name and address: ------------------------------------- If only a portion of the Security is to be converted, please indicate: Signature(s) must be guaranteed by a -------------------------------- commercial bank or trust company or a Name member firm of a major stock exchange if shares of Common Stock are to be issued, or Securities to be delivered, other -------------------------------- than to or in the name of the Address registered Holder. Social Security or other Taxpayer ---------------------------------------- Identification Number, if any Signature Guaranteed -------------------------------- If only a portion of the Security is Principal amount and denominations of to be converted, please indicate Securities representing unconverted principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is issued: U.S$: U.S.$ -------------------------------- --------------------------- Denomination: U.S.$ --------------------- (any integral multiple of US$1,000.U.S.$1,000). 37 47 SECTION 2.6. Form of Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK AG, NEW YORK BRANCH as Trustee By:______________________________________ Authorized Signatory 38 48 ARTICLE THREE THE SECURITIES

CONVERSION NOTICE. To: Human Genome Sciences, Inc. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is U.S.$1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. Dated: ---------------------------- Signature* ---------------------------- Signature Guaranty If shares or Securities are to be Principal amount to be converted registered in the name of a Person other (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person all): other than the Holder, please indicate: print $_______ ,000 such Person's name and address: ------------------------------------- Principal amount to be converted: :* ------------------------------------ -------------------------------------- Name US$ -------------------------------- (US$1,000 denomination Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber ------------------------------------ Street Address ------------------------------------ City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved 30 24 signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000U.S.$1,000) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :_____________________________ _________________________________________ _________________________________________ Signature(s) If Common Shares shares or Debentures Securities are to be Signature(s) must be guaranteed by a registered in If only a portion of the Debenture is to be converted, the name of a commercial bank or trust company or a Person other than the Holder, member firm of a major stock exchange if please indicate: print such Person's name shares of Common Stock are to be issued, and address: ------------------------------------- or Securities to be delivered, other than to or in the name of the registered Holder. __________________________________ Name _________________________________________ Signature Guaranteed __________________________________ Address If only a portion of the Security is to be converted, please indicate: Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination __________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- other Taxpayer Identification Number, if any U.S.$_____________________ The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, Trustee's certificate of authentication shall be entitled to, and in substantially the Company shall make, a payment following form: This is one of interest, calculated the Securities referred to in the normal coursewithin-mentioned Indenture. Dated: _______________ DEUTSCHE BANK AG, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, NEW YORK BRANCH as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Trustee By: _____________________________________ Authorized Signatory By: _____________________________________ Authorized Signatory -37- 49 ARTICLE THREE THE SECURITIES

CONVERSION NOTICE. To: Affymetrix, Inc. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is U.S.$1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Shares Stock may, from time to time, request. Dated: ________________________________________ Signature* __________________________________ Signature Guaranty -------------------------------------------------------------------------------- If shares or Debentures Securities are to be Principal amount to be registered in the name of a Person other converted (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a all): $____,000 Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: :* -------------------------------------------------------------------------------- Name US$ -------------------------------- (US$1,000 denomination Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber -------------------------------------------------------------------------------- ------------------------------------ Street Address -------------------------------------------------------------------------------- ------------------------------------ City, state and Zip Code -------------------------------------------------------------------------------- * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated: ---------------------- ----------------------------------------- ----------------------------------------- -------------------- ------------------------------- ------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ------------------------------- Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . ------------------------------ ------------------------------------ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ------------------------------ (Address) ------------------------------ 10 ELECTION OF HOLDER TO REQUIRE REPURCHASE

CONVERSION NOTICE. TO: RIVERSTONE NETWORKS, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Riverstone Networks, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Notwithstanding the foregoing, the undersigned registered owner of this Note acknowledges that if the Company has previously provided notice of its election to make a cash payment in lieu of issuing shares upon conversion in accordance with the terms of the Indenture referred to in this Note, and such notice has not been revoked or terminated, the Company shall make a cash payment to the undersigned registered owner equal to 105% of the value of the Common Stock that the undersigned registered owner would have received upon conversion of this Note. The cash payment will be deposited with State Street Bank and Trust Company of California, N.A., or one or more paying agents (or will be held in trust by the Company, if it is acting as its own paying agent), in accordance with the terms of the Indenture, in an amount of money in immediately available funds sufficient to make such cash payment. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ___________________ ________________________________________ ________________________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. _______________________________________ Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: _______________________________________ (Name) _______________________________________ (Xxxxxx Xxxxxxx) _______________________________________ (City, please indicate: State and Zip Code) _______________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $______________________________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- _______________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: RIVERSTONE NETWORKS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Riverstone Networks, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ___________________ ________________________________________ ________________________________________ Signature(s)

CONVERSION NOTICE. TO: NII HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company NII Holdings, Inc. and/or cash in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable and/or cash payable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Note not converted or a check for cash payable are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Name of holder or underlying participant of Depository Signature(s) If Signature(s) 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”) or such other “signature guarantee program” as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number: OPTION TO ELECT REPURCHASE UPON A FUNDAMENTAL CHANGE TO: NII HOLDINGS, if any INC. WILMINGTON TRUST COMPANY The Debentureundersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from NII Holdings, if surrendered for conversion Inc. (in whole or in partthe “Company”) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the CompanyCompany to redeem the entire principal amount of this Note, in turnor the portion thereof (which is $1,000 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If but excluding, the Debenture is converted in part onlyFundamental Change Repurchase Date, upon such conversion the Company shall execute and deliver to the Holder, at registered holder hereof. Capitalized terms used herein but not defined shall have the expense of meanings ascribed to such terms in the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such DebentureIndenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: Signature(s)

CONVERSION NOTICE. TO: BROCADE COMMUNICATIONS SYSTEMS, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Brocade Communications Systems, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------- ----------------------------------- ----------------------------------- Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ----------------------------------- Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: -------------------------------- (Name) -------------------------------- (Street Address) -------------------------------- (City, please indicate: State and Zip Code) -------------------------------- Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $ ------------------------------- Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: BROCADE COMMUNICATIONS SYSTEMS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Brocade Communications Systems, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: -------------------------------- ----------------------------------- ----------------------------------- Signature(s)

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: By:_________________________________ Signature of Registered Holder* If shares or Securities are to be Principal amount to be converted registered in the name of a Person other (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person all): $______,000 other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: ___________________________________ Name US$ -------------------------------- (US$1,000 denomination ___________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber ___________________________________ Street Address ___________________________________ City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. (To be Executed by the Registered Holder in order to Convert the Note) The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered elects to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder convert $ ________________ of the principal amount of the Debenture so convertedabove Note No. ___ into shares of Common Stock of INTERLINK GLOBAL CORP. (the “Maker”) according to the conditions hereof, shall ceaseas of the date written below. Date of Conversion _________________________________________________________ Applicable Conversion Price __________________________________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________ Signature___________________________________________________________________ [Name] Address:__________________________________________________________________ _______________________________________________________________________ Note and Warrant Purchase Agreement APPENDIX 2 FORM OF EXERCISE NOTICE EXERCISE FORM INTERLINK GLOBAL CORP. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Interlink Global Corp. covered by the within Warrant. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the Person said Warrant on the books of the within named corporation. Dated: _________________ Signature ___________________________ Address ___________________________ ___________________________ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or Persons entitled transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. Note and Warrant Purchase Agreement APPENDIX 3 FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Transfer Agent] Attn: ___________________________ Re: Interlink Global Corp. Ladies and Gentlemen: We are counsel to receive Interlink Global Corp., a Florida corporation (the “Company”), and have represented the Company in connection with that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of _____________, 2007, by and among the Company and the purchasers named therein (collectively, the “Purchasers”) pursuant to which the Company issued to the Purchasers Series D Senior Secured Convertible Promissory Notes (the “Notes”) and Series J and Series K Warrants (collectively the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Shares Stock”). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”), dated as of ____________, 2007, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion shall be treated for all purposes of the Notes and exercise of the Warrants, under the Securities Act of 1933, as amended (the record holder or holders of such Common Shares at such time“1933 Act”). As promptly as practicable In connection with the Company’s obligations under the Registration Rights Agreement, on or after the Conversion Date________________, 2007, the Company shall issue filed a Registration Statement on Form SB-2 (File No. 333-________) (the “Registration Statement”) with the Securities and deliver Exchange Commission (the “SEC”) relating to the Holderresale of the Registrable Securities which names each of the present Purchasers as a selling stockholder thereunder. In connection with the foregoing, we advise you that a certificate or certificates for member of the number of full shares of Common Shares issuable upon conversionSEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, together with payment in lieu of any fraction after telephonic inquiry of a sharemember of the SEC’s staff, as provided in Section 1208. If that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Debenture is converted in part onlySEC and accordingly, upon such conversion the Company shall execute and deliver Registrable Securities are available for resale under the 1933 Act pursuant to the HolderRegistration Statement. Very truly yours, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.[COMPANY COUNSEL] By: ________________________ cc: [LIST NAMES OF PURCHASERS] Note and Warrant Purchase Agreement

CONVERSION NOTICE. To: CLEAR CHANNEL COMMUNICATIONS, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Clear Channel Communications, Inc. in accordance with the terms of this Debenturethe Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ----------------------- ----------------------------- ----------------------------- Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered Holder. -------------------------------- Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes it to be delivered, other than to and in the name of the registered Holder: ------------------------ (Name) ------------------------ (Street Address) ------------------------ (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $----------------- --------------------------------- Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: Name US$ -------------------------------- CLEAR CHANNEL COMMUNICATIONS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Clear Channel Communications, Inc. (US$the Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepurchase price, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered Holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: _________________ ___________________

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US U.S. $1,000) below designated, into Common Ordinary Shares of the Company or ADSs in accordance with the terms terms, and subject to the conditions, of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque in payment for any fractional shares Ordinary Shares or ADSs and any Debentures Definitive Securities representing any unconverted principal amount hereof, be delivered issued to and be registered in the name of the undersigned unless a different name has been indicated below. Any Definitive Security representing any unconverted principal amount hereof will be delivered to the name of the undersigned unless a different name has been indicated below. If Common Shares Ordinary Shares, ADSs or Debentures Securities are to be issued to or registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Indenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) _____________________________ Signature ________________________________ [Signature Guaranteed] If Common Definitive Securities or Ordinary Shares or Debentures ADSs of Securities issued upon conversion are to be registered in If only a portion of the Debenture is or delivered to be converted, the name of a Person other than the Holder, please indicate: print such Personperson's name and addressaddress (note that all such securities must be delivered to or registered in the name of only one Person) Name: ------------------------------------- _______________________ Address: If only a portion of the Securities is to be converted please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- converted U.S. $___________________ (US$1,000 denomination or ------------------------------------- any integral multiple thereofof U.S.$1,000) Address ------------------------------------- 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: U.S.$_______________ Denominations: U.S.$__________ (any integral multiple of U.S.$1,000) Social Security or other Taxpayer Identification Number, if any: Indicate account details where any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, cash payments shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest made: Please indicate whether Ordinary Shares or ADSs are to be paid on the next succeeding Interest Payment Date, together with interest on that portion received upon conversion of the principal that was not converted. The Company's delivery to the Holder Securities: ¨ Ordinary Shares ¨ ADSs EXHIBIT E Form of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed Election of Holder to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Require Repurchase ELECTION OF HOLDER TO REQUIRE REPURCHASE

CONVERSION NOTICE. TO: SPARTAN STORES, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Conversion Agent The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such shares, together with a Cheque the check in payment for cash and/or the shares of Common Stock, as the case may be, issuable and deliverable upon such conversion, and any cash deliverable upon conversion in lieu of fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Signature(s) 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. Fill in the registration of shares of Common Shares or Debentures are Stock, if any, if to be registered issued, and Notes if to be delivered, and the person to whom cash, if any, and payment in If only a portion of the Debenture cash for fractional shares is to be convertedmade, if to be made, other than to and in the name of a Person other than the registered Holder, please indicate: Please print such Person's name and address: ------------------------------------- address (Name) (Street Address) (City, State and Zip Code) Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US U.S. $1,000) 1,000 below designated), into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares shares or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) :________________ __________________________ Signature [MUST BE GUARANTEED IF STOCK OR SECURITIES ARE TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY] _______________________________ Name _______________________________ Address _______________________________ Social Security or other Taxpayer Identification Number, if any If Common Shares shares or Debentures are to be registered in Registered If only a portion of the Debenture Securities is to be Securities are to be converted, please indicate: registered in the name of a Person other than the 1. Principal amount to be converted: Holder, please indicate: print such Person's name and address: ------------------------------------- U.S. $___________________ _____________________________ 2. Principal amount and denomination of Name Registered Securities representing unconverted principal amount to be convertedissued. _____________________________ Address Amount: Name US$ -------------------------------- (US$1,000 denomination U.S.$_________________ _____________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- other Denominations: Taxpayer U.S.$__________ Identification Number, if any (any integral multiple of U.S. $1,000) _____________________________ OPTION TO ELECT REPAYMENT UPON A REPAYMENT EVENT To: ThermoTrex Corporation The Debentureundersigned owner of this Security hereby acknowledges receipt of a notice from ThermoTrex Corporation (the "Company") as to the occurrence of a Repayment Event with respect to the Common Stock of the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Repayment Price (or the relevant percentage thereof), together with accrued interest to such date (except if surrendered the Repayment Date shall be an Interest Payment Date), to the holder hereof. Dated: ________________________ _________________________________ Signature*(s) Name: ___________________________ Address:_________________________ _________________________ [* Signature Guarantee Required] Principal amount to be repaid (if less than all): $__________ NOTICE: If this Security is issued in registered form, the above signatures of the holder(s) hereof must correspond with the name as it appears in the Security in every particular without alteration or enlargement or any change whatever. ______________________________ Social Security or Other Taxpayer Identification Number EXHIBIT B (FORM OF FACE OF REGISTERED GLOBAL SECURITIES) Unless this Security is presented by an authorized representative of The Depository Trust Company ("DTC"), 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx to the issuer or its agent for conversion (registration of transfer, exchange or payment, and such Security issued is registered in the name of CEDE & CO., or such other name as 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, since the registered owner hereof, CEDE & CO., has an interest herein. Unless and until this Security is exchanged in whole or in partpart for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. THERMOTREX CORPORATION (INCORPORATED IN THE STATE OF DELAWARE) other than on an Interest Payment Date, shall be entitled to, and the Company shall makeNO. R-_________ CUSIP: 883666 AA 7 ThermoTrex Corporation , a payment Delaware corporation (herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ____________________ or registered assigns the principal sum of interest_______ Dollars (or any other amounts as are endorsed on the Schedule of Adjustments hereto) plus any premium, calculated in the normal courseif any, on November 1, 2007 (the outstanding principal for that portion "Stated Maturity") upon the presentation and surrender hereof or, at the option of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turnwhole or in part at any time on or after November 1, 2000 upon notice as described in the Indenture and to pay interest thereon from November 3, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each, an "Interest Payment Date"), commencing May 1, 1998, at the rate of 3 1/4% per annum, and Additional Amounts, if any, until the principal hereof is paid or duly provided for. The interest and Additional Amounts, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the transfer agent of the Common Shares, notification of such Notice of Conversion Holder in whose name this Security (or one or more Predecessor Securities) is registered at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture Regular Record Date for conversion (the "Conversion Date") in accordance with the foregoing provisionssuch interest, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion which shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.April 15 or

CONVERSION NOTICE. TO: AMDOCS LIMITED THE BANK OF NEW YORK The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into Common Ordinary Shares of the Company Amdocs Limited in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal Any amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------- ----------------------------------- ------------------------------------ Signature(s) Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the next succeeding Interest Payment Date, together with interest on that portion requirements of the principal that was not converted. The Company's delivery to Note Registrar, which requirements include membership or participation in the Holder of the number of Common Shares Security Transfer Agent Medallion Program (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion DateSTAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the foregoing provisionsSecurities Exchange Act of 1934, as amended. ----------------------------------- Signature Guarantee Fill in the registration of Ordinary Shares if to be issued, and at such time Notes if to be delivered, other than to and in the rights name of the Holderregistered holder: ---------------------------- (Name) ---------------------------- (Street Address) ---------------------------- (City, as holder of the principal amount of the Debenture so converted, shall cease, State and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Zip Code)

CONVERSION NOTICE. To: The undersigned holder registered owner of this Debenture hereby irrevocably converts exercises the option to convert this Debenture, or any the portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any shares issuable and deliverable or check in payment of any Make-Whole Interest Payment, if any, and any check in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Debenture not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Debenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17AD-15 if shares of Common Shares Stock are to be issued, or Debentures to be delivered, other than to and in the name of the registered holder. Signature Guarantee Fill in for registration of shares if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 Social Security or Other Taxpayer Identification Number [FORM OF ASSIGNMENT] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the Debenture, and hereby irrevocably constitutes and appoints attorney to transfer the said Debenture on the books of the Company, with full power of substitution in the premises. Unless the appropriate box below is checked, the undersigned confirms that such Debenture is not being transferred to the Company or an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”). ¨ The transferee is an Affiliate of the Company ¨ The transferee is the Company Dated: Signature(s) Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17AD-15 if shares of Common Stock are to be issued, or Debentures are to be registered delivered, other than to and in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Dateregistered holder. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Signature Guarantee

CONVERSION NOTICE. The undersigned holder owner of this Subordinated Debenture hereby irrevocably converts exercises the option to convert this Subordinated Debenture, or any the portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company Inco Limited in accordance with the terms of Article Four of the First Supplemental Indenture referred to in this Subordinated Debenture, and directs that such sharesthe Common Shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any fractional shares and any Debentures representing any unconverted principal amount hereofshares, be delivered to and be registered issued in the name of and delivered to the undersigned registered Holder hereof, unless a different Dated: ----------------- ----------------------------------- Signature NOTICE: The signature to the foregoing notice must correspond to the name has been indicated belowas written upon the face of this Subordinated Debenture in every particular, without alteration or any change whatsoever. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in issued If only a portion of the Debenture Subordinated and registered otherwise than to the Debentures is to be converted, the name of a Person other than the Holderplease registered Holder named above, please indicate: please print such Person's or typewrite name and address: ------------------------------------- , including zip code, and Principal amount to be convertedconverted social security or other taxpayer ($1,000 or multiples thereof): identification number: ---------------------------------------- ------------------------------------ Remaining principal amount following Name US$ -------------------------------- such conversion (US$$1,000 denomination or ------------------------------------- integral multiple multiples thereof) ): ------------------------------------ ---------------------------------------- Address ------------------------------------- ------------------------------------ Social Security or other Taxpayer Identification Number, if any The DebentureSignature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission Rule 17Ad-15 if Common Shares are to be issued, if surrendered for conversion (in whole or Subordinated Debentures to be delivered, other than to or in part) other than on an Interest Payment Datethe name of the registered Holder. ------------------------------------ Signature Guaranteed NOTICE: The signature to the foregoing notice must correspond to the name as written upon the face of this Subordinated Debenture in every particular, shall be entitled towithout alteration or any change whatsoever. Section 304. Form of Change in Control Purchase Notice. NOTICE OF ACCEPTANCE BY HOLDER OF COMPANY'S OFFER TO PURCHASE UPON CHANGE IN CONTROL Pursuant to Section 602 of the First Supplemental Indenture, and the undersigned hereby accepts the Company's offer to purchase this Subordinated Debenture. The undersigned hereby directs the Company shall make, a payment of interest, calculated to pay it or ____________ the Change in Control Purchase Price as provided in the normal courseFirst Supplemental Indenture. [Insert if the Company elects to pay all or part of the Change in Control Purchase Price in Common Shares - In the event the Company is not permitted to deliver Common Shares in lieu of cash, on the outstanding undersigned elects [to withdraw its Change in Control Purchase Notice with respect to ________ principal amount represented by certificate numbers ____.][to receive cash in respect of the entire Change in Control Purchase Price for that all Subordinated Debentures subject to this Change in Control Purchase Notice.]] Dated: ---------------- ----------------------------------- Signature If Common Shares are to be issued If only a portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up Subordinated and registered otherwise than to the Conversion Date, such interest Debentures is to be paid on the next succeeding Interest Payment Datepurchased, together with interest on that portion of the principal that was not converted. The Company's delivery to the please registered Holder of the number of Common Shares (named above, indicate: please print or typewrite name and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Companyaddress, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisionsincluding zip code, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Principal amount to be converted is purchased social security or other taxpayer ($1,000 or multiples thereof): identification number: ---------------------------------------- ------------------------------------ Remaining principal amount following Name such purchase ($1,000 or multiples thereof): ------------------------------------ ---------------------------------------- Address ------------------------------------ Social Security or other Taxpayer Identification Number, if any integral multiple Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of US$1,000a major stock exchange with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission Rule 17Ad-15 if Common Shares are to be issued, or Subordinated Debentures to be delivered, other than to or in the name of the registered Holder. ------------------------------------ Signature Guaranteed NOTICE: The signature to the foregoing notice must correspond to the name as written upon the face of this Subordinated Debenture in every particular, without alteration or any change whatsoever. Section 305. Legends For Subordinated Debentures. The Subordinated Debentures shall bear the legends required by Section 204 of the Original Indenture.

CONVERSION NOTICE. To: VIAVI SOLUTIONS INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee The undersigned holder registered owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into cash and shares of Common Shares of the Company Stock, if any, in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque the check in payment for any cash payable upon conversion or in lieu of fractional shares of Common Stock and the shares of Common Stock, if any, issuable and deliverable upon such conversion, and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Securities are to be converteddelivered, other than to and in the name of a Person the registered holder. Fill in for registration of shares if to be issued, and Securities if to be delivered, other than to and in the Holdername of the registered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $ ,000 NOTICE: Name US$ -------------------------------- The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: VIAVI SOLUTIONS INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Viavi Solutions Inc. (US$the “Company”) regarding the right of Holders to elect to require the Company to repurchase the Securities and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date to the registered Holder hereof; provided that if any The Debenture, if surrendered for conversion (in whole such Fundamental Change Repurchase Date falls after a Regular Record Date and on or in part) other than on an prior to the corresponding Interest Payment Date, shall be entitled to, and then the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible Fundamental Change Repurchase Price will be deemed equal to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder 100% of the principal amount of the Debenture so converted, Securities to be repurchased in accordance with the terms of the Indenture. Capitalized terms used herein but not defined shall cease, and have the Person or Persons entitled meanings ascribed to receive such terms in the Common Shares issuable upon conversion Indenture. The Securities shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, repurchased by the Company shall issue and deliver as of the Fundamental Change Repurchase Date pursuant to the Holder, a certificate or certificates for terms and conditions specified in the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208Indenture. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: Signature(s)

CONVERSION NOTICE. The undersigned holder of To convert this Debenture hereby irrevocably converts the Debenture, or any portion into Common Stock of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designatedCompany, into Common Shares of check the Company in accordance with the terms box: [ ] To convert only part of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in state the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- $_____________________ If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------- (US$1,000 denomination Insert other person's soc. sec. or ------------------------------------- integral multiple thereoftax I.D. no.) Address ------------------------------------- Taxpayer Identification Number-------------------------------------------------- -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- (Print or type assignee's name, if any address and zip code) Date: --------------------------------------------- Your signature: ----------------------------------- (Sign exactly as your name appears on the other side of this Debenture) -------------------------------------------------- (Sign exactly as your name appears on the other side of this Debenture) */Signature guaranteed by: ------------------------ By: ----------------------------------------------- ------------------------------- * The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall signature must be entitled to, and the Company shall makeguaranteed by a bank, a payment of interest, calculated in the normal course, on the outstanding principal for that portion trust company or a member firm of the period during which New York Stock Exchange. Amount of decrease Amount of increase Principal Amount of Signature of in Principal in Principal this global Security Authorized Amount of this Amount of this following such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount Signatory of the Debenture that is converted shall Date of ransaction global Security global Security decrease (or increase) Securities Custodian -------- ---------- --------------- --------------- ---------------------- -------------------- ----------------------------- 3/ This schedule should be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but included only if the principal amount to be converted Security is any integral multiple of US$1,000a global Security. [FORM OF FACE OF REGULATION S TEMPORARY GLOBAL SECURITY] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN 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, REGISTRATION. UNLESS THE SHARES OF COMMON STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, A HOLDER OF THIS SECURITY WILL BE ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" OR AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED BELOW. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE 90 "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY ) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, 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 WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) 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, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY TO EACH OF THEM OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THE LEGEND IN THIS AND THE PRECEDING PARAGRAPH WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR REGULATION S PERMANENT GLOBAL SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. CUSIP:_____ R-_____

CONVERSION NOTICE. TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Kulicke and Xxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :___________________________ ___________________________ ___________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: ___________________________ (Name) ___________________________ (Xxxxxx Xxxxxxx) ___________________________ (City, please indicate: State and Zip Code) _________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $________________________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Kulicke and Xxxxx Industries, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ____________________ _________________________________ _________________________________ Signature(s)

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is U.S.$1,000 or an integral multiple of US U.S.$1,000 in excess thereof, PROVIDED that the unconverted portion of such principal amount is U.S. $1,0001,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------------------ --------------------------------- --------------------------------- Signature(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: --------------------------------------- Name US$ -------------------------------- (US$1,000 denomination --------------------------------------- Address --------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, --------------------------------------- [Signature Guaranteed] If only a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that Securities is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

CONVERSION NOTICE. TO: CONEXANT SYSTEMS, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Conexant Systems, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- -------------------------- -------------------------------------------- -------------------------------------------- Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. -------------------------------------------- Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: --------------------------------- (Name) --------------------------------- (Street Address) --------------------------------- (City, please indicate: State and Zip Code) --------------------------------- Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $ -------------------------------- Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- --------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: CONEXANT SYSTEMS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Conexant Systems, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: -------------------------- -------------------------------------------- -------------------------------------------- Signature(s)

CONVERSION NOTICE. To: XXXXXXXXX INDUSTRIES, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Xxxxxxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ ___________________________________ ___________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered Holder. ___________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes it to be delivered, other than to and in the name of the registered Holder: --------------------------- (Name) --------------------------- (Street Address) --------------------------- (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $----------- ------------------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

CONVERSION NOTICE. To: INTERLIANT, INC. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) By:________________________________________ Signature of Registered Holder* If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is Principal amount to be converted, the name of a Person other than the Holder, converted (if less than all): please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: $______,000 ------------------------------------------------- Name US$ -------------------------------- (US$1,000 denomination ------------------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber ------------------------------------------------- Street Address ------------------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion elects to convert $ ___________ of the principal amount at Maturity hereof (which is an integral multiple sum of US $1,000) below designatedthis Note into shares of Common Stock of Spotlight Innovation Inc., into Common Shares according to the conditions stated therein, as of the Company Conversion Date written below. Conversion Date: __________________________________ Conversion Price: $_________________________________ Number of shares of Common Stock to be issued: __________________________________ Please issue the shares of Common Stock in accordance with the terms following name and to the following address: Name: ____________________________________________________ Address: ____________________________________________________ ____________________________________________________ ____________________________________________________ Authorized Signature: By: ______________________________ Name: ______________________________ Date: ______________________________ EXHIBIT B THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SPOTLIGHT INNOVATION INC. Expires: December 31, 2019 Warrant Share Number: 360,000 Warrant Price: $1.46 Date of this DebentureIssuance: October 18, and directs that such shares2016 Expiration Date: December 31, 2019 FOR VALUE RECEIVED, the undersigned, Spotlight Innovation Inc., a Nevada corporation (together with a Cheque in payment for any fractional shares its successors and any Debentures representing any unconverted principal amount hereofassigns, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned“Issuer”), the undersigned will pay all transfer taxeshereby certifies that K4 Enterprises, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(sLLC (“Holder”) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest subscribe for and purchase, during the Term (as hereinafter defined), up to the Conversion Date, such interest number of Warrant Shares set forth above (subject to be paid on the next succeeding Interest Payment Date, together with interest on that portion adjustment as hereinafter provided) of the principal that was not converted. The Company's delivery duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, par value $0.001 per share (the “Common Stock”), at an exercise price per share equal to the Holder of the number of Common Shares (and cash Warrant Price then in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Companyeffect, in turnsubject, however, to the transfer agent provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 6 hereof. This warrant is being issued in connection with the cancellation of those certain warrants (3) to purchase an aggregate of 360,000 shares of common stock of the Common SharesIssuer dated October 5, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of 2013 held by the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

CONVERSION NOTICE. To: Atmel Corporation The undersigned registered holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral $1,000 principal amount or a multiple of US $1,000thereof) below designated, into for shares of Common Shares Stock of the Company Atmel Corporation in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s------------------ ---------------------------------------- ---------------------------------------- Signature (s) If Common Shares or Debentures are Fill in for registration of shares if to be registered in If only a portion of the Debenture is delivered, and Securities if to be converted, issued other than to and in the name of a Person other than the Holderregistered holder: (Name) (Street Address) (City, please indicate: state and zip code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $___,000 --------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any Number [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: Atmel Corporation The Debenture, if surrendered for conversion undersigned registered holder of this Security hereby acknowledges receipt of a notice from Atmel Corporation (in whole or in partthe "Company") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the CompanyCompany to redeem this Security, in turnor the portion hereof (which is $1,000 Principal Amount or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled Indenture referred to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such timein this Security. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Dated: ------------------ ---------------------------------------- ---------------------------------------- Signature (s) Principal amount to be converted is any integral multiple of US$1,000.(if less than all): $_____________ --------------------------------------- Social Security or Other Taxpayer Identification Number

CONVERSION NOTICE. TO: SEMTECH CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Semtech Corporation in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ _____________________________ _____________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: _____________________________________ (Name) _____________________________________ (Street Address) _____________________________________ (City, please indicate: State and Zip Code) _____________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $____________________________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- _____________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: SEMTECH CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Semtech Corporation (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ____________________ ___________________________ ___________________________ Signature(s)

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned holder Holder of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock plus cash in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and/or the plus cash amount, as applicable, and any Debentures Note representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: By: --------------------- Signature of Registered Holder* If shares or Notes are to be Principal amount to be registered in the name of a Person other converted (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a all): Person other than the Holder, $______,000 please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: -------------------------------- Name US$ -------------------------------- (US$1,000 denomination Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber -------------------------------- Street Address -------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Notes are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the hereof (that is $1,000 principal amount at Maturity hereof (which is or an integral multiple of US $1,000thereof) below designated, into cash, Common Shares Stock or a combination of the Company cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that any cash payable and any Common Stock issuable and deliverable upon such sharesconversion, together with a Cheque in payment any cash for any fractional shares share, and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name and address has been indicated below. If any Common Shares Stock or Debentures any portion of this Note not converted are to be registered issued in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any, payable any in accordance with respect theretothe Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares or Debentures are to be registered in If only a portion of the Debenture is issued, or Notes are to be converteddelivered, other than to and in the name of a Person the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $ ,000 NOTICE: Name US$ -------------------------------- The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number [Form of Fundamental Change Repurchase Notice] To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (US$000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 denomination principal amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, and (2) if any The Debenture, if surrendered for conversion (in whole such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or in part) other than on an prior to the corresponding Interest Payment Date, shall be entitled accrued and unpaid interest, if any, thereon to, and but excluding, such Fundamental Change Purchase Date. In the Company shall makecase of Physical Notes, a payment of interest, calculated in the normal course, on the outstanding principal for that portion certificate numbers of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest Notes to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereofrepurchased are as set forth below: Dated: Signature(s) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person Social Security or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Other Taxpayer Identification Number Principal amount to be converted is repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any integral multiple of US$1,000change whatever.

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated: ---------------------- ----------------------------------------- ----------------------------------------- _______________ _______________________________________________ _______________________________________________ Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. _______________________________________________ Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . ___________________________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number (Address) ELECTION OF HOLDER TO REQUIRE REPURCHASE

CONVERSION NOTICE. TO: THE XXXXXXXX COMPANIES, INC. The undersigned holder registered owner of this Debenture hereby irrevocably converts exercises the option to convert this Debenture, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $50 or a multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company The Xxxxxxxx Companies, Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Debenture not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ___________________ ___________________________ ___________________________ Signature(s) If Common Shares or Debentures are to Signature(s) must be registered in If only a portion guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Debenture is 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 Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ___________________________ Signature Guarantee Fill in the registration of shares of Common Stock if to be convertedissued, and Debentures if to be delivered, other than to and in the name of a Person other than the Holderregistered holder: ___________________________ (Name) ___________________________ (Xxxxxx Xxxxxxx) ___________________________ (City, please indicate: State and Zip Code) ___________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $__________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number: ___________________________ OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL TO: THE XXXXXXXX COMPANIES, if any INC. The Debentureundersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from The Xxxxxxxx Companies, if surrendered for conversion Inc. (in whole or in partthe "COMPANY") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together occurrence of a Change of Control with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the CompanyCompany to repurchase the entire principal amount of this Debenture, in turnor the portion thereof (which is $50 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Debenture at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest (including deferred interest) to, as provided in Section 1208. If but excluding, the Debenture is converted in part onlyRepurchase Date, upon such conversion the Company shall execute and deliver to the Holder, at registered holder hereof. Capitalized terms used herein but not defined shall have the expense of meanings ascribed to such terms in the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such DebentureIndenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ____________________ ____________________________________ ____________________________________ Signature(s)

CONVERSION NOTICE. To: Exodus Communications, Inc. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is U.S.$1,000 or an integral multiple of US U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,0001,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :__________________ ___________________________________ Signature(s) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. _____________________________________ Signature Guarantee If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- ______________________________________ (Name) ______________________________________ (Address) ______________________________________ Social Security or other Identification Number, if any. If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- U.S. $ ___________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: U.S. $___________ Denominations: U.S. $____________ (US$1,000 denomination U.S.$1,000 or ------------------------------------- any integral multiple of U.S.$1,000 in excess thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for provided that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the such principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is U.S. $1,000 or any integral multiple of US$1,000.U.S. $1,000 in excess thereof)

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is U.S. $1,000 or an integral multiple of US U.S. $1,0001,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- -------------------- -------------------------------------------------- Signature(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- ---------------------------------------- (US$1,000 denomination Name) ---------------------------------------- ---------------------------------------- (Address) ---------------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, -30- 38 ---------------------------------------- [Signature Guaranteed] If only a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that Securities is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

CONVERSION NOTICE. To: The undersigned holder Bank of this Debenture New York, as Conversion Agent One Canada Square 48th Floor London E14 5AL United Kingdom Fax: +00 00 0000 0000 xx +00 00 0000 0000 Xxx xxxxxxxxxxx xxgisterex Xxxxxx xx xxx withxx Xxxxxxxxxxx Xote hereby irrevocably converts exercises the Debenture, option to convert this Convertible Note (or any the portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000thereof specified below) below designated, into Common Ordinary Shares of the Company and elects to receive such Ordinary Shares in accordance with the form of: [ ] Ordinary Shares, for the principal amount of the Convertible Note of US$__________, or [ ] ADSs, for the principal amount of the Convertible Note of US$__________, pursuant to the terms of the Indenture referred to in this DebentureConvertible Note, and directs that such sharesOrdinary Shares or ADSs, together with a Cheque in payment for any fractional shares as the case may be, issuable upon conversion and any Debentures Convertible Note representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated provided below. : ----------------------------------------------------- (Name, Address and Taxpayer Identification Number.) If Common Ordinary Shares or Debentures are to be issued upon conversion of this Convertible Note, the details of the Holder's securities account, or the securities account of the Holder's depository agent, with The Central Depository (Pte) Limited is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, the details of the Holder's participant account, or the participant account of the Holder's agent, with The Depository Trust Company is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, (i) the undersigned will pay all fees and expenses payable to the ADS Depositary upon issuance of the ADSs; (ii) the ADS Depositary will issue a number of ADSs representing the deposited Ordinary Shares to the registered Holder based on the applicable Ordinary Share-to-ADS ratio then in effect under the ADS Deposit Agreement; and (iii) any Ordinary Shares issuable upon conversion which are not divisible by such ratio shall be delivered directly to the registered Holder by the Company. If less than the entire principal amount of this Convertible Note is to be converted, specify the denomination(s) of the Convertible Note(s) to be issued for the unconverted amount (US$1,000 or any integral multiple of US$1,000): US$__________. If Ordinary Shares or any portion of this Convertible Note not converted are to be issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. The undersigned hereby acknowledges that fractions of Ordinary Shares will not be issued on conversion and no cash adjustments will be made in respect of any such fraction. The undersigned hereby agrees that, promptly after request of the Company or the Conversion Agent, it will furnish such proof in support of this certificate as the Company or the Conversion Agent may request. Terms used and not defined in this Conversion Notice are used with the same meanings ascribed thereto in the Indenture pursuant to which the attached Convertible Note is issued. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion By: -------------------------------- Signature of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such PersonRegistered Holder For Conversion Agent's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part Use only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

CONVERSION NOTICE. To Quantum Corporation: Maxtor Corporation The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Quantum Common Shares Stock and Maxtor Common Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $_______________ Dated: ---------------------- ----------------------------------------- ----------------------------------------- :________________ ---------------------------------------- ---------------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Quantum Common Shares or Debentures Stock and Maxtor Common Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holderregistered owner. ---------------------------------------- Signature Guaranty Fill in for registration of shares of Quantum Common Stock or Maxtor Common Stock, please indicate: print such Person's name and address: ------------------------------------- Principal amount or Securities to be converted: Name US$ -------------------------------- issues, if to be issued otherwise than to the registered Holder. ------------------------------------- ---------------------------------------- (US$1,000 denomination Name) Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion Number ------------------------------------- (in whole or in partAddress) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.-------------------------------------

CONVERSION NOTICE. To: [_________________________] The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company System Software Associates, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will [check the appropriate box below and] pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ___________________ __________________________________________________ __________________________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered holder. __________________________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: ____________________________ (Name) ____________________________ (Xxxxxx Xxxxxxx) ____________________________ (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ __________ __________________________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is U.S. $1,000 or an integral multiple of US U.S. $1,0001,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------ ---------------------------------------------------- Signature(s) ---------------------------------------------------- Name(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- ----------------------------------------- (US$1,000 denomination Name) ----------------------------------------- ----------------------------------------- (Address) ----------------------------------------- -29- 33 Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, ----------------------------------------- [Signature Guaranteed] If only a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that Securities is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts Exhibit F attached hereto and made a part hereof sets forth the Debenture, or any portion procedures with respect to the conversion of the principal amount at Maturity hereof (which Convertible Debentures, including the forms of Conversion Notice to be provided upon conversion, instructions as to the procedures for conversion and such other information and instructions as may be reasonably necessary to enable the Buyer(s) or its permitted transferee(s) to exercise the right of conversion smoothly and expeditiously; provided, however, that the Escrow Agent shall only distribute the Escrow Shares if there is an integral multiple Event of US $1,000Default under the Convertible Debentures. (c) below designatedThe Company agrees that, into Common Shares at any time the conversion price of the Convertible Debentures is such that the number of Escrow Shares for the Convertible Debentures is less than five (5) times the number of shares of Common Stock that would be needed to satisfy full conversion of all of such Convertible Debentures then outstanding, given the then current conversion price (the “Full Conversion Shares”), upon five (5) business days written notice of such circumstance to the Company in accordance with by the terms of this DebentureBuyers and the Escrow Agent, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered the Company shall issue additional share certificates in the name of the undersigned unless a different name has been indicated belowBuyer(s) and/or their assigns in denominations specified by the Buyer(s), and deliver same to the Escrow Agent, such that the new number of Escrow Shares with respect to the Convertible Debentures is equal to five (5) times the Full Conversion Shares. If Common Shares or Debentures are (d) Subject to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersignedSection 7(e), the undersigned will pay all transfer taxes, if any, payable with respect theretoBuyer shall not be entitled to convert the Convertible Debentures into a number of shares of Common Stock exceeding 10,000,000 Conversion Shares (the “Maximum Share Limit”). Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s(e) If Common Shares or Debentures are to be registered in If only a portion the conversion price of the Debenture Convertible Debentures is such that the number of Conversion Shares needed to be convertedsatisfy full conversion of all of the outstanding Convertible Debentures would exceed the then Maximum Share Limit (as adjusted for stock splits, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled toreverse stock splits, and the Company shall makelike), a payment then upon five (5) business days written notice of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver circumstance to the Company and by the Company, in turn, to Buyer and/or the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion DateEscrow Agent, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holdershall, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.its

CONVERSION NOTICE. The undersigned holder To convert this Security into Common Stock of the Company, check the box: To convert only part of this Debenture hereby irrevocably converts the DebentureSecurity, or any portion of state the principal amount at Maturity hereof to be converted (must be $1,000 or a multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: ------------------------ ------------------------------------------------ (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ---------------------------- * Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL To: ChipPAC, Inc. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from ChipPAC, Inc. (the "COMPANY") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this Debenture, and directs that such sharesSecurity at the Change in Control Purchase Price, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount accrued interest to, but excluding, such date, to the registered Holder hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. DatedDate: ---------------------- ----------------------------------------- ----------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to be registered in If only a portion Rule 17Ad-15 under the Securities Exchange Act of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1934. ------------------------------------------ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- redeemed(in an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberof $1,000, if less than all): ----------------------------------- NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any The Debenturechange whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF TRANSFER RESTRICTED SECURITIES Re: 8% Convertible Subordinated Securities Due June 15, if surrendered for conversion 2011 (in whole or in partthe "SECURITIES") other than on an Interest Payment Dateof ChipPAC, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the Inc. This certificate relates to $_______ principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares Securities owned in (and cash in lieu of fractions thereofcheck applicable box) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion [ ] book-entry or [ ] definitive form by ________________ (the "Conversion DateTRANSFEROR") in accordance with ). The Transferor has requested a Registrar or the foregoing provisions, and at such time Trustee to exchange or register the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders transfer of such Common Shares at Securities. In connection with such time. As promptly as practicable on or after the Conversion Daterequest and in respect of each such Security, the Company shall issue and deliver Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, Securities as provided in Section 12082.12 of the Indenture, dated as of June 15, 2001, between ChipPAC, Inc. and Firstar Bank, N.A. (the "INDENTURE"), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): [ ] Such Security is being transferred pursuant to an effective registration statement under the Securities Act. If [ ] Such Security is being acquired for the Debenture Transferor's own account, without transfer. [ ] Such Security is converted being transferred to the Company or a Subsidiary (as defined in part onlythe Indenture) of the Company. [ ] Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("RULE 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. [ ] Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) ("RULE 144") under the Securities Act. [ ] Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such conversion transfer, cease to be a "restricted security" within the Company shall execute and deliver to meaning of Rule 144 under the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such DebentureSecurities Act. The Debenture may be converted in partTransferor acknowledges and agrees that, but only if the principal amount transferee will hold any such Securities in the form of beneficial interests in a global Security which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be converted is any integral multiple a "qualified institutional buyer" (as defined in Rule 144A). Date: ---------------------------- ------------------------------------------- (Insert Name of US$1,000.Transferor)

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US U.S. $1,000) 1,000 below designated), into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares shares or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) :_______________________________ ___________________________________ Signature [MUST BE GUARANTEED IF STOCK OR SECURITIES ARE TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY] ____________________________________ Name ____________________________________ Address ____________________________________ Social Security or other Taxpayer Identification Number, if any If Common Shares shares or Debentures are to be registered in Registered Securities If only a portion of the Debenture Securities is are to be registered in the name to be converted, the name please indicate: of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1. Principal amount to be converted: U.S. $___________________ ___________________________________ 2. Principal amount and denomination of Name US$ -------------------------------- (US$1,000 denomination Registered Securities representing unconverted principal amount to be issued. ___________________________________ Address Amount: U.S.$_________________ ___________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- other Taxpayer Denominations: Identification Number, if any U.S.$__________ (any integral multiple of U.S. $1,000) ___________________________________ OPTION TO ELECT REPAYMENT UPON A REPAYMENT EVENT To: ThermoTrex Corporation The Debentureundersigned owner of this Security hereby acknowledges receipt of a notice from ThermoTrex Corporation (the "Company") as to the occurrence of a Repayment Event with respect to the Common Stock of the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Repayment Price (or the relevant percentage thereof), together with accrued interest to such date (except if the Repayment Date shall be an Interest Payment Date), to the holder hereof. Dated: ________________________ _________________________________ Signature*(s) Name: ___________________________ Address:_________________________ _________________________ [* Signature Guarantee Required] Principal amount to be repaid (if less than all): $__________ NOTICE: If this Security is issued in registered form, the above signatures of the holder(s) hereof must correspond with the name as it appears in the Security in every particular without alteration or enlargement or any change whatever. _____________________________ Social Security or Other Taxpayer Identification Number EXHIBIT C FORM OF CONVERTIBLE SUBORDINATED BEARER SECURITY [Face of Security] ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE. THERMOTREX CORPORATION (INCORPORATED IN THE STATE OF DELAWARE) NO. ____________ $____________ ThermoTrex Corporation, a Delaware corporation (herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to bearer upon presentation and surrender hereof the principal sum of $_______ United States Dollars plus any premium, if surrendered for conversion any, on November 1, 2007 (the "Stated Maturity") or, at the option of the Company, in whole or in part) other than part at any time on or after November 1, 2000, upon notice as described in the Indenture and to pay interest thereon from November 3, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each, an "Interest Payment Date"), shall be entitled tocommencing May 1, 1998, at the rate of 3 1/4% per annum, and Additional Amounts, if any, until the Company shall makeprincipal hereof is paid or duly provided for. The interest and Additional Amounts, a payment of interestif any, calculated in the normal courseso payable, and punctually paid or duly provided for, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding any Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a shareDate will, as provided in Section 1208such Indenture, be paid to the Holder surrendering the appropriate Coupon appertaining hereto. If Interest will be computed on the Debenture basis of a 360-day year of twelve 30-day months. Such payments (including premium, if any) shall be made in United States Dollars. The Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment that is converted in part onlylocated outside the United States where this Security and any Coupons appertaining hereto, upon such conversion and Guarantees with respect hereto, may be presented and surrendered for payment. Subject to the right of the Company (limited as provided in the Indenture) to change the location of any Office or Agency, the Place of Payment and Place of Conversion with respect to this Security shall execute be either at the London office of Bankers Trust Company located at 0 Xxxxxx Xxxxxx, Broadgate, London, EC2A 2HE, England, at Bankers Trust Luxembourg, S.A. located at 00 Xxxxxxxxx, X.X. Xxxxxxxxx, L-2450 Luxembourg or at such other Offices or Agencies outside the United States as the Company may designate. Such payments shall be made by United States Dollar check drawn on a bank in the City of New York, or (at the option of the Company with the consent of the Paying Agent) by transfer to a United States Dollar account maintained by the Holder at a bank located outside the United States. Interest on this Security shall be paid only at an Office or Agency located outside the United States and, in the case of interest due on or before Maturity, only upon presentation and deliver surrender at such an Office or Agency of the applicable interest Coupons hereto attached as they severally mature. No payment on this Security or any Coupon will be made at the Corporate Trust Office of the Trustee or any other Paying Agent maintained by the Company in the United States, nor will any payment be made by transfer to an account in the United States, except as may be permitted by United States tax laws and regulations in effect at the time of such payment without detriment to the HolderCompany. Notwithstanding the foregoing, payment of this Security and Coupons may be made at the expense Corporate Trust Office of the Company, a new Debenture Trustee in the City of New York if full payment at all Paying Agents outside the United States is illegal or Debentures of authorized denominations in an aggregate principal amount equal effectively precluded by exchange controls or other similar restrictions. Reference is hereby made to the unconverted portion further provisions of this Security set forth on the principal amount reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Certificate of such Debenture. The Debenture may Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be converted in partentitled to any benefit under the Indenture, but only if the principal amount to or be converted is valid or obligatory for any integral multiple of US$1,000purpose.

CONVERSION NOTICE. To Preston Corporation The undersigned holder registered owner of this Debenture hereby irrevocably converts exercised the option to convert this Debenture, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Preston Corporation in accordance with the terms of the Indenture referred to in this Debenture, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares or Debentures shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------------ Signature(s) If Common Shares or Debentures are to be registered Fill in If only a portion for registration of the Debenture is to be converted, the name of a Person other than the Holder, please indicateshares: ---------------------------- ---------------------------- ---------------------------- Please print such Person's name and address: ------------------------------------- address (including zip code number) Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $______,000.00 1 ------------------------ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification NumberNumber [FORM OF ASSIGNMENT] For value received ______________ hereby sell(s), if any The Debenture, if surrendered for conversion assign(s) and transfer(s) unto ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (in whole Please insert social security or in partother identifying number of assignee.) other than on an Interest Payment Date, shall be entitled to, the within Debenture and hereby irrevocably constituting and appointing _______________ attorney to transfer the Company shall make, a payment of interest, calculated in the normal course, said Debenture on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense books of the Company, with full power of substitution in the premises. Dated ---------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a new Debenture commercial bank or Debentures trust company or a member firm of authorized denominations a major stock exchange. ---------------------------------- Signature Guarantee AND WHEREAS, all acts and things necessary to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee, as in an aggregate principal amount equal to this Indenture provided, the unconverted portion valid, binding and legal obligations of the principal amount Company, and to constitute these presents a valid agreement according to its terms, have been done and performed, and the execution of such Debenture. The Debenture may be converted this Indenture and the issue hereunder of the Debentures have in part, but only if the principal amount to be converted is any integral multiple of US$1,000.all respects been duly authorized;

CONVERSION NOTICE. TO: Continental Airlines, Inc. Dept. HQSFN 0000 Xxxxx Xxxxxx Houston, Texas 77002 -------------------------------------------------------------------------------- The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Your Name: --------------------------- ---------------------------------- (Print your name exactly as it appears on the face of this Note) Your Signature: ----------------------------- (Sign exactly as your name appears on the face of this Note) Signature Guarantee(3): ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares Social Security or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicateTaxpayer Identification Number: print such Person's name and address: ------------------------------------- ----------------------- Principal amount to be convertedconverted (if less than all): $ ----------------- --------------------- (3) Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Fill in for registration of shares (if to be issued) and Notes (if to be delivered) other than to and in the name of the registered Holder: Name US$ -------------------------------- ----------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereofName) Address ------------------------------------- ----------------------------------- (Street Address) ----------------------------------- (City, State and Zip Code) ----------------------------------- (Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.)

CONVERSION NOTICE. To: IOMEGA CORPORATION The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Iomega Corporation in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ________________________ _______________________________________ _______________________________________ Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered holder. Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: _______________________________ (Name) _______________________________ (Xxxxxx Xxxxxxx) _______________________________ (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $_____________ __________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

CONVERSION NOTICE. The undersigned holder registered Holder of this Debenture the within Convertible Note hereby irrevocably converts exercises the Debenture, option to convert this Convertible Note (or any the portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000thereof specified below) below designated, into Common Ordinary Shares of the Company and elects to receive such Ordinary Shares in accordance with the form of: [ ] Ordinary Shares, for the principal amount of the Convertible Note of US$__________, or [ ] ADSs, for the principal amount of the Convertible Note of US$__________, pursuant to the terms of the Indenture referred to in this DebentureConvertible Note, and directs that such sharesOrdinary Shares or ADSs, together with a Cheque in payment for any fractional shares as the case may be, issuable upon conversion and any Debentures Convertible Note representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated provided below. : ----------------------------------------------------- (Name, Address and Taxpayer Identification Number.) If Common Ordinary Shares or Debentures are to be registered issued upon conversion of this Convertible Note, the details of the Holder's securities account, or the securities account of the Holder's depository agent, with The Central Depository (Pte) Limited is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, the details of the Holder's participant account, or the participant account of the Holder's agent, with The Depository Trust Company is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If less than the entire principal amount of this Convertible Note is to be converted, specify the denomination(s) of the Convertible Note(s) to be issued for the unconverted amount (US$1,000 or any integral multiple of US$1,000): US$__________. If Ordinary Shares or any portion of this Convertible Note not converted are to be issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common The undersigned hereby acknowledges that fractions of Ordinary Shares or Debentures are to will not be registered issued on conversion and no cash adjustments will be made in If only a portion respect of any such fraction. The undersigned hereby agrees that, promptly after request of the Debenture is to be convertedCompany or the Conversion Agent, it will furnish such proof in support of this certificate as the Company or the Conversion Agent may request. As of the time of signing and delivery of this Conversion Notice, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates hereby certifies for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense benefit of the Company, a new Debenture the Trustee, the Conversion Agent and the ADS Depositary that: [check one of (a), (b) or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but (c) only if the principal amount to be converted is any integral multiple of US$1,000.applicable]

CONVERSION NOTICE. The undersigned holder of To convert this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, Note into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense Stock of the Company, a new Debenture or Debentures check the box: To convert only part of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in partthis Note, but only if state the principal amount to be converted is any (which must be $1,000 or an integral multiple of US$$1,000): $__________________________ If you want the stock certificate made out in another person's name, fill in the form below: _________________________________________________ _________________________________________________ (Insert other person's social sec. or tax ID no.) _________________________________________________ _________________________________________________ _________________________________________________ _________________________________________________ _________________________________________________ _________________________________________________ (Print or type other person's name, address and zip code) [ ] If you want the stock certificate made out in another person's name, you are required to complete and deliver to the Conversion Agent a duly completed Transfer Certificate (which is in the form of Exhibit B-1 to the Indenture) as required thereby. EXHIBIT A-2 [Form of Certificated Note] "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501 (a) (1), (2) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER MUST, PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (5) ABOVE), FURNISH TO THE COMPANY AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT." OPENWAVE SYSTEMS INC. CUSIP NO. 683718AA8 No.: Issue Date: OPENWAVE SYSTEMS INC., a Xxxxxxxx corporation, promises to pay to Cede & Co. or registered assigns, the principal sum of ____________________Dollars ($__________) on September 9, 2008. This Note shall bear interest as specified on the other side of this Note. This Note is convertible as specified on the other side of this Note. Additional provisions of this Note are set forth on the other side of this Note. Dated: OPENWAVE SYSTEMS INC. By -------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. BANK NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture (as defined on the other side of this Note).

CONVERSION NOTICE. To: CheckFree Holdings Corporation. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture and the First Supplemental Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The undersigned hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Shares Stock may, from time to time, request. Dated: __________________ Signature* Signature Guaranty If shares or Debentures Securities are to be registered Principal amount to in the name of a Person other than the undersigned be converted (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other less than the all): Holder, please indicate: print such Person's name ($______________,000 and address: ------------------------------------- Principal amount to be converted: .* ---------------------------------- ---------------------------------- Name US$ -------------------------------- (US$1,000 denomination Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber Strexx Xxxxxxx Xxxx, Xxxxx xxx Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,0001,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Class A Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque any check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Class A Common Shares Stock of the Company or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- --------- Signature(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination Address Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The DebentureSignature Guarantee: - -------------------------------------------------------- Notice: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, if surrendered for conversion (which requirements will include membership or participation in whole STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in part) other than on an Interest Payment Datesubstitution for STAMP, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") all in accordance with the foregoing provisions, and at such time the rights Securities Exchange Act of the Holder1934, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208amended. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, only a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount Securities is to be converted is any integral multiple of US$1,000.converted, please indicate:

CONVERSION NOTICE. TO: AT HOME CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company At Home Corporation in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ___________________ ____________________________________________ ____________________________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ____________________________________________ Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: ________________________________________ (Name) ________________________________________ (Xxxxxx Xxxxxxx) ________________________________________ (City, please indicate: State and Zip Code) __________________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $________________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.: _________________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE

CONVERSION NOTICE. To: XXX Xxxxxxxxxxx The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company XXX Xxxxxxxxxxx in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on the Regular Record Date preceding any Interest Payment Date and prior to the close of business on such Interest Payment Date (unless this Note or Debentures the portion thereof being converted has been called for redemption on a date falling during such period), this Notice is accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note being converted. If shares or any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are ----------------------------- ----------------------------- Signature[s] Fill in for registration of shares if to be registered in If only a portion of the Debenture is delivered, and Notes if to be convertedissued, other than to and in the name of a Person other than the Holderregistered holder (Please Print): ------------------------------ (Name) ------------------------------ (Street Address) ------------------------------ (City, please indicate: print such Person's name State and address: ------------------------------------- Zip Code) Principal amount to be convertedconverted (if less than all): $__________,000 ----------------------------- Social Security or other Taxpayer Identification Number [FORM OF ASSIGNMENT] For value received ________________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ (Please include social security or other tax identification number of assignee.) the within Note and hereby irrevocably constitutes and appoints _________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated________________ ---------------------------- Signature(s) Signature(s) must be guaranteed by a participant in a recognized signature guarantee medallion program. ---------------------------------------- Signature Guarantee [FORM OF NOTICE OF EXERCISE OF RIGHT TO REQUIRE PURCHASE] If you wish to have this Note purchased by the Company pursuant to Section 15.01 of the Indenture, check the Box: Name US$ -------------------------------- [_] If you wish to have a portion of this Note (US$which is $1,000 denomination or ------------------------------------- any integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and purchased by the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion pursuant to Section 15.01 of the period during which such principal was not converted on Indenture, state the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed you wish to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date"purchased: $__________________ Dated:________________ Your Signature(s): ---------------------- Tax Identification No.: ----------------- Signature(s) must be guaranteed by a participant in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such timea recognized signature guarantee medallion program. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction ------------------------------ Signature Guarantee [FORM OF SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES4] The following exchanges of a share, as provided part of this Global Note for Definitive Notes have been made: Amount of Amount of Principal Amount Signature of decrease in Section 1208. If the Debenture is converted increase in part only, upon of this Global Note authorized signatory Principal Principal following such conversion the Company shall execute and deliver to the Holder, at the expense or Trustee or Date of the Company, a new Debenture Amount of this Amount of this decrease (or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000-- Exchange Global Note Global Note increase) Custodian -------- ----------- ----------- -------- --------- 1.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000 in excess thereof, provided that the unconverted portion of such principal amount is at least $1,000) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Notes are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all applicable transfer taxestaxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest, and Liquidated Damages, if any, payable accompanies this Note. If this Note is a Restricted Security, the undersigned and each Person, if any, to whom shares of Common Stock are issued upon conversion of this Note (or any portion hereof) acknowledge that such shares of Common Stock will be restricted securities and bear the Private Placement Legend in accordance with respect theretothe Indenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- -------------------- ------------------------------------- ------------------------------------- Signature(s) )* If Common Shares shares or Debentures Notes are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be convertedName: Name US$ -------------------------------- (US$1,000 denomination ---------------------------- Address: ---------------------------- ---------------------------- ---------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, any: ------------------------------------- Signature Guaranteed If only a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that Notes is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

CONVERSION NOTICE. TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Kulicke and Xxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :______________________ ________________________________________ ________________________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ________________________________________ Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: ___________________________________________ (Name) ___________________________________________ (Street Address) ___________________________________________ (City, please indicate: State and Zip Code) ___________________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $__________________________________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Kulicke and Xxxxx Industries, Inc. (US$the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated:___________________________ ________________________________ ________________________________ Signature(s)

CONVERSION NOTICE. To North American Vaccine, Inc. The undersigned holder registered owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designateddesignated below, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares or Debentures are to be registered in this Notice is being delivered on a date after the name close of business on a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name Regular Record Date and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day related Interest Payment Date, this Notice is accompanied by payment in funds acceptable to the Company, of surrender an amount equal to the interest payable on such Interest Payment Date on the principal of this Security to be converted (unless this Security has been called for redemption, in which event the Debenture for conversion (the "Conversion Date") amount payable to accompany this Notice shall be determined in accordance with the foregoing provisionsIndenture). If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. _______________________________ Dated: ____________________________ _______________________________ Signature(s) Signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and at such time loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to SEC Rule 17Ad - 15, if Common Shares are to be delivered, or Securities to be issued, other than to and in the rights name of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated registered owner. ___________________________________ Signature Guarantee Fill in for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares registration of Common Shares issuable upon conversionif they are to be delivered, together with payment or Securities if they are to be issued, other than to and in lieu the name of any fraction the registered owner: ___________________________________ (Name) ___________________________________ (Xxxxxx Xxxxxxx) ___________________________________ (City, State and zip code) (Please print name and address) Register: ___________ Common Shares ___________ Securities (Check appropriate line(s)). Principal amount to be converted (if less than all): $_____________,000 _______________________________________________ Social Security or other Taxpayer Identification Number of a shareowner ASSIGNMENT FORM For value received ____________________________________hereby sell(s), as provided in Section 1208. If assign(s) and transfer(s) unto _____________________________________ (Please insert social security or other Taxpayer Identification Number of assignee ______________) the Debenture is converted in part onlywithin Security, upon such conversion and hereby irrevocably constitutes and appoints __________________________ attorney to transfer the Company shall execute and deliver to said security on the Holder, at the expense books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Security within two years of the date of original issuance of such Security (unless such Security has been sold pursuant to a new Debenture registration statement that was effective at the time of such transfer), the undersigned confirms that such Security is being transferred: To North American Vaccine, Inc., or Debentures a subsidiary thereof; or In an exempt transaction pursuant to and in compliance with the Securities Act; or Pursuant to and in compliance with Rule 144 under the Securities Act; and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an "affiliate" of authorized denominations the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an "Affiliate"). The transferee is an Affiliate of the Company. Dated: ___________________ ____________________________________ Signature(s) Signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an aggregate principal amount equal approved signature guarantee medallion program) pursuant to SEC Rule 17Ad-15 if Common Shares are to be issued, or Securities to be delivered, other than to or in the unconverted portion name of the principal amount of such Debentureregistered Holder. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.___________________________________ Signature Guarantee

CONVERSION NOTICE. To: VIAVI SOLUTIONS INC. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee The undersigned holder registered owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into cash and shares of Common Shares of the Company Stock, if any, in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque the check in payment for any cash payable upon conversion or in lieu of fractional shares of Common Stock and the shares of Common Stock, if any, issuable and deliverable upon such conversion, and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Securities are to be converteddelivered, other than to and in the name of a Person the registered holder. Fill in for registration of shares if to be issued, and Securities if to be delivered, other than to and in the Holdername of the registered holder: (Name) (Street Address) (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $ ,000 NOTICE: Name US$ -------------------------------- The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: VIAVI SOLUTIONS INC. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Viavi Solutions Inc. (US$the “Company”) regarding the right of Holders to elect to require the Company to repurchase the Securities and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 denomination or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date to the registered Holder hereof; provided that if any The Debenture, if surrendered for conversion (in whole such Fundamental Change Repurchase Date falls after a Regular Record Date and on or in part) other than on an prior to the corresponding Interest Payment Date, shall be entitled to, and then the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible Fundamental Change Repurchase Price will be deemed equal to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder 100% of the principal amount of the Debenture so convertedSecurities to be repurchased in accordance with the terms of the Indenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s): NOTICE: The above signatures of the Holder(s) hereof must correspond with the name as written upon the face of the Securities in every particular without alteration or enlargement or any change whatever. Securities Certificate Number (if applicable): Principal amount to be repurchased (if less than all, shall ceasemust be $1,000 or integral multiples thereof): Social Security or Other Taxpayer Identification Number: [FORM OF ASSIGNMENT] For value received hereby sell(s) assign(s) and transfer(s) unto (Please insert social security or other Taxpayer Identification Number of assignee) the within Securities, and hereby irrevocably constitutes and appoints attorney to transfer said Securities on the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense books of the Company, with full power of substitution in the premises. In connection with any transfer of the Securities prior to the expiration of the holding period applicable to sales thereof under Rule 144(d) under the Securities Act (or any successor provision) (other than any transfer pursuant to a new Debenture registration statement that has been declared effective under the Securities Act), the undersigned confirms that such Securities are being transferred: ☐ To Viavi Solutions Inc. or Debentures a subsidiary thereof; or ☐ To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of authorized denominations 1933, as amended; ☐ Pursuant to a registration statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer; or ☐ Pursuant to an exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended; and unless the Securities have been transferred to Viavi Solutions Inc. or a subsidiary thereof, the undersigned confirms that such Securities are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof. Dated: Signature(s) Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an aggregate principal amount equal approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Securities are to be delivered, other than to and in the unconverted portion name of the principal amount registered holder. Signature Guarantee NOTICE: The signature on this Assignment must correspond with the name as written upon the face of such Debenturethe Securities in every particular without alteration or enlargement or any change whatever. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.[INSERT “SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY(6)” HERE]

CONVERSION NOTICE. To: SoftKey International Inc. The undersigned holder registered owner of this Debenture Regulation S Global Note hereby irrevocably converts exercises the Debentureoption to convert this Regulation S Global Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureRegulation S Global Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Regulation S Global Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Regulation S Global Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ________________________ _____________________________________ _____________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes to be converteddelivered, other than to and in the name of a Person the registered holder. _________________________________________ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: _______________________________________ (Name) _______________________________________ (Xxxxxx Xxxxxxx) _______________________________________ (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all) $____________ ________________________________ [FORM OF OPTION TO ELECT REPAYMENT UPON A CHANGE OF CONTROL] To: Name US$ -------------------------------- SoftKey International Inc. The undersigned registered owner of this Regulation S Global Note hereby irrevocably acknowledges receipt of a notice from SoftKey International Inc. (US$the "Company") as to the occurrence of a Change of Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Regulation S Global Note, or the portion thereof (which is $1,000 denomination principal amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled Indenture referred to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionin this Regulation S Global Note, together with payment in lieu of any fraction of a shareaccrued interest to such date, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holderregistered holder hereof. Dated:_______________ Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $________________________ (FORM OF ASSIGNMENT) For value received hereby sell(s), at assign(s) and transfer(s) unto (please insert social security or other identifying number of assignee) the expense within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, a new Debenture with full power of substitution in the premises. In connection with any transfer of the within Note (or Debentures any issuance of authorized denominations in an aggregate principal amount equal shares of Common Stock upon conversion of the within Note) occurring prior to the unconverted portion third anniversary of the principal amount date of original issuance of such Debenture. The Debenture Note, the undersigned confirms that such Note (or shares of Common Stock, as the case may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.be) are being transferred:

CONVERSION NOTICE. To DDi Corp.: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ ------------- Dated: -------------------- Owner: --------------------------------------- --------------------------------------- Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad- 15 under the Securities Exchange Act of 1934 if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner. --------------------------------------- Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ---------------------------------------- (Name) ---------------------------------------- Social Security or Other Taxpayer Identification Number ---------------------------------------- (Address) ---------------------------------------- OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: DDi Corp. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from DDi Corp. (the "Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the redemption price, together with accrued interest to, but excluding, such date, to the registered Holder hereof. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------ --------------------------------------- Signature(s) If Common Shares or Debentures are Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to be registered in If only a portion Rule 17Ad- 15 under the Securities Exchange Act of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1934. --------------------------------------- Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- repurchased (US$1,000 denomination or ------------------------------------- in an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberof $1,000, if less than all): --------------------------------- NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any The Debenturechange whatsoever. ASSIGNMENT FORM To assign this Security, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated fill in the normal courseform below and have your signature guaranteed: (I) or (we) assign and transfer this Security to: ----------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ------------------------------------------------------- to transfer this Security on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense books of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture agent may be converted in part, but only if substitute another to act for him. Dated: Your Name: ------------ --------------------------------------------- Print your name exactly as it appears on the principal amount to be converted is any integral multiple face of US$1,000.this Security)

CONVERSION NOTICE. To: DURA PHARMACEUTICALS, INC. The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof (which is $1,000 principal amount or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Dura Pharmaceuticals, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will check the appropriate box below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :_________________ __________________________________________________ __________________________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is issued, or Notes are to be converteddelivered, other than to and in the name of a Person the registered holder. __________________________________________________ Signature Guarantee _______ Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the Holdername of the registered holder: _________________________________ (Name) _________________________________ (Social Security or other Taxpayer Identification Number) _________________________________ (Street Address) _________________________________ (City, please indicate: State and Zip Code) Please print such Person's name and address: ------------------------------------- address Principal amount to be convertedconverted (if less than all): $________ __________________________________________________ Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: Name US$ -------------------------------- DURA PHARMACEUTICALS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Dura Pharmaceuticals, Inc. (US$the "Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 denomination principal amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberbelow designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder of Indenture referred to in this Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepurchase price, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If the Debenture is converted in part onlybut excluding, upon such conversion the Company shall execute and deliver date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. The Debenture may be converted in part, but only if the principal Dated:______________ _____________________________________________ _____________________________________________ Signature(s) Principal amount to be converted is any integral multiple of US$1,000.repurchased (if less than all): $________ _____________________________________________ Social Security or Other Taxpayer Identification Number

CONVERSION NOTICE. To: CD Radio Inc. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time following the date of original issuance thereof, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The undersigned hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. Dated: ------------------------------ Signature* ------------------------------ Signature Guaranty If shares or Securities are to be Principal amount to registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person converted other than the Holder, please indicate: print (if less than all): such Person's name and address: ------------------------------------- Principal amount to be converted: :* $______,000 ---------------------------------- ---------------------------------- Name US$ -------------------------------- (US$1,000 denomination Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification NumberNumber ---------------------------------- Street Address ---------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionStock are to be delivered, together with payment or unconverted Securities are to be issued, other than to and in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000U.S.$1,000, provided that the unconverted portion of such principal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) -------------- -------------------- Signature If Common Shares shares or Debentures Registered Securities are to be registered in If only a portion of the Debenture Securities is to be converted, be registered in the name of a Person converted, please indicate: other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1. Principal amount to be converted: U.S.$___________ ------------------------- Name US$ -------------------------------- (US$1,000 2. Principal amount and denomination of Registered Securities representing uncon verted principal amount to be --------------------------- issued: Address Amount: U.S.$________ --------------------------- Denominations: Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- other Taxpayer U.S.$______ Identification Number, if any The Debenture(any integral multiple of U.S.$1,000, if surrendered for conversion provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S.$1,000 in excess thereof) --------------------------- 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 whole addition to, or in part) other than on an Interest Payment Datesubstitution for, shall be entitled toSTAMP, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") all in accordance with the foregoing provisions, and at such time the rights Securities Exchange Act of the Holder1934, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000amended.

CONVERSION NOTICE. The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,0001,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Class A Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque any check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Class A Common Shares Stock of the Company or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ---------- Signature(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination Address Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The DebentureSignature Guarantee: ------------------------------------------------------ Notice: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, if surrendered for conversion (which requirements will include membership or participation in whole STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in part) other than on an Interest Payment Datesubstitution for STAMP, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") all in accordance with the foregoing provisions, and at such time the rights Securities Exchange Act of the Holder1934, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208amended. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, only a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount Securities is to be converted is any integral multiple of US$1,000.converted, please indicate:

CONVERSION NOTICE. To LSI Logic Corporation: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ ___________ Owner: Dated: ---------------------- ----------------------------------------- ----------------------------------------- ____________ ______________________________ ______________________________ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ______________________________ Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . _________________________________ _________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number _________________________________ (Address) _________________________________

CONVERSION NOTICE. TO: [SESA GOA LIMITED]7 Sesa Ghor, 00 XXX Xxxxxxx, Xxxxx Xxxxxx, Xxx – 403 001 India Attention: Company Secretary Fax: +00 000 0000 000 and Vedanta 00 Xxxxx Xxxx Xxxx Xxxxx (East) Xxxxxx, Xxxxxxxxxxx 000-000 Xxxxx Attention: Chief Financial Officer Fax No.: +00 00 0000 0000 and WILMINGTON TRUST COMPANY, as Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Capital Markets / [Sesa Goa Limited]7 (formerly known as Sterlite Industries (India) Limited) Fax No.: +0 (000) 000-0000 and Citibank, N.A., as Securities Administrator and Conversion Agent 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Attn: 15th Floor Window – [Sesa Goa Limited]7 (formerly known as Sterlite Industries (India) Limited) The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into Common Shares of the Company in accordance with the terms of the Indenture referred to in this Debenture, Note and directs that such shares(A) the (i) ADSs of [Sesa Goa Limited]7 (the “Company”) and (ii) cash in lieu of fractional ADSs, together with a Cheque in payment for if any, and (B) any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares ADSs or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. 7 If the Successor Company has changed its registered name, insert the changed name in accordance with Section 2.03 of the Second Supplemental Indenture. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or Debentures are 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. Fill in the registration of ADSs if to be registered in If only a portion of issued, and Notes if to be delivered, and the Debenture person to whom payment for fractional ADSs is to be convertedmade, if to be made, other than to and in the name of a Person other than the registered Holder, please indicate: Please print such Person's name and address: ------------------------------------- (Name) (Street Address) (City, State and Zip Code) Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

CONVERSION NOTICE. The undersigned holder of To convert this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, Security into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense Stock of the Company, a new Debenture or Debentures check the box: |_| To convert only part of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in partthis Security, but only if state the principal amount to be converted (must be $1,000 or a multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: ----------------------------- ---------------------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ----------------------------- ----------------------------------------------------------- * The signature must be guarnteed by an institution which is any a member of one of the following recognized signature guaranty programs:(i) the Securities Transfer Agent Medallion Program (STAMP);(ii) the New York stock Exchange Medallion Program (MSP);(iii) the Stock Exchange Medallion Program (SEMP;or (iv) such other guaranty program acceptable to the Trustee. OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL OR ON SPECIFIC DATES To: St. Xxxx Xxxx & Exploration Company To elect to have this Security purchased by the Company pursuant to Article V (Repurchase at Option of Holder on Specific Dates) or Article XII (Repurchase at Option of Holder Upon a Change in Control) of the Indenture, check the applicable box: |_| Article V (Repurchase at Option of Holder on Specific Dates) |_| Article XII (Repurchase at Option of Holder Upon a Change in Control) Date: ---------------------------- -------------------------------------------- -------------------------------------------- Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. -------------------------------------------- Signature Guaranty Principal amount to be redeemed ( in an integral multiple of US$$1,000., if less than all): ---------------------------------- Notice: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever. SCHEDULE OF EXCHANGES OF NOTES4 The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: Principal Amount of this Global Security Following Amount of Decrease in Amount of Increase in Such Decrease Date of Authorized Signatory of Principal Amount of this Principal Amount of this Exchange (or Increase) Securities Custodian Global Security Global Security ------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------- 4 This schedule should be included only if the Security is Global Security. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF TRANSFER RESTRICTED SECURITIES5 Re: 5.75% Senior Convertible Notes due 2022 (the "Securities") of St. Xxxx Xxxx & Exploration Company This certificate relates to $_______ principal amount of Securities owned in (check applicable box) |_| book-entry or |_| definitive form by ____________________ (the "Transferor"). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.6 of the Indenture dated as of March 13, 2002 between St. Xxxx Xxxx & Exploration Company and Xxxxx Fargo Bank West, N.A. (the "Indenture"), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): |_| Such Security is being transferred pursuant to an effective registration statement under the Securities Act. |_| Such Security is being acquired for the Transferor's own account, without transfer. |_| Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. |_| Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("Rule 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. |_| Such Security is being transferred outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Security is being transferred in the United States to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that, prior to such transfer, will furnish to the Trustee a signed letter containing certain representations and agreements relating to the transfer of such Securities and an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act. ----------------------------------------------------------- 5 This certificate should only be included if this Security is a Transfer Restricted Security. |_| Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act. |_| Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a "restricted security" within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A). Date: ---------------------------- --------------------------------------------- (Insert Name of Transferor)

CONVERSION NOTICE. To Cypress Semiconductor Corporation: The undersigned holder owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any fractional shares and any Debentures Securities representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned Holder hereof unless a different name has been indicated below. If Common Shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or Debentures the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ ------------------- Owner: Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------------------------- ------------------------------------ ------------------------------------ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ------------------------------------ Signature Guaranty Fill in for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and deliver Security if to be issued otherwise than to the registered Holder, at the expense of the Company, a new Debenture . ------------------------------------- ------------------------------------ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ------------------------------------- (Address) -------------------------------------

CONVERSION NOTICE. TO: AGCO CORPORATION SUNTRUST BANK The undersigned holder registered owner of this Debenture Note hereby irrevocably converts exercises the Debentureoption to convert this Note, or any the portion of the principal amount at Maturity hereof thereof (which is an integral $1,000 or a multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company AGCO Corporation in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the shares issuable and deliverable upon such sharesconversion, together with a Cheque any check in payment for any fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If Common Shares shares or Debentures any portion of this Note not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will provide the appropriate information below and pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ _____________________________________________ Name of Holder or underlying participant of Depository _____________________________________________ _____________________________________________ Signature(s) If Signature(s) 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") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. _____________________________________________ Signature Guarantee Fill in the registration of shares of Common Shares or Debentures are Stock if to be registered in If only a portion of the Debenture is issued, and Notes if to be converteddelivered, other than to and in the name of a Person other than the Holderregistered holder: ___________________________________ (Name) ___________________________________ (Street Address) ___________________________________ (City, please indicate: State and Xxx Xxxx) ___________________________________ Please print such Person's name and address: ------------------------------------- address Principal amount to be converted: Name US$ -------------------------------- converted (US$1,000 denomination if less than all): $ _________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Other Taxpayer Identification Number, if any : ___________________________________ OPTION TO ELECT REPAYMENT UPON A DESIGNATED EVENT TO: AGCO CORPORATION SUNTRUST BANK The Debenture, if surrendered for conversion undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from AGCO Corporation (in whole or in partthe "COMPANY") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the CompanyCompany to redeem the entire principal amount of this Note, in turnor the portion thereof (which is $1,000 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights terms of the Holder, as holder Indenture referred to in this Note at the price of the 100% of such entire principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with payment in lieu of any fraction of a shareaccrued interest to, as provided in Section 1208. If but excluding, the Debenture is converted in part onlyFundamental Change Redemption Date, upon such conversion the Company shall execute and deliver to the Holder, at registered holder hereof. Capitalized terms used herein but not defined shall have the expense of meanings ascribed to such terms in the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such DebentureIndenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ______________________ __________________________________ __________________________________ Signature(s)

CONVERSION NOTICE. To: SEACOR Holdings, Inc. The undersigned holder registered owner of this Debenture Security hereby irrevocably converts exercises the Debentureoption to convert this Security, or any the portion of the principal amount at Maturity hereof (which is $1,000 or an integral multiple of US $1,000thereof) below designated, at any time after 60 days following the date of original issuance thereof, into shares of Common Shares Stock (in the form of the Company a Domestic Share Certificate or a Foreign Share Certificate, as applicable) in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares shares or Debentures any portion of this Security not converted are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are Any amount required to be registered in If only a portion paid by the undersigned on account of interest accompanies this Security. The undersigned (the Debenture is "Applicant") hereby makes application for the issuance of record to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment Applicant of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number shares of Common Shares (Stock and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver hereby certifies to the Company and that: The Applicant IS [_] IS NOT [_] a "Foreigner."* The Applicant WILL [_] WILL NOT [_] hold or control the Companyshares applied for, or any of them, or any interest in turnany of them, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business for or on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction behalf of a share"Foreigner." The Applicant hereby agrees that, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. DATE: _______________ ---------------------------------- Signature(s) of Applicant (If the Applicant is a new Debenture corporation, partnership or Debentures of authorized denominations in an aggregate principal amount equal to fiduciary, the unconverted portion title of the principal amount Person signing on behalf of such Debenture. The Debenture may the Applicant must be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000stated.)