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. 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. 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. 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. 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. 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: 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. 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. 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: agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. *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 OF EXCHANGES OF NOTES2 The following exchanges of a part of this Global Note for an interest in another Global Note or for Notes in certificated form, have been made: Date of Exchange of this Global Note of this Global Note decrease or increase of Trustee 2 This schedule should be included only if the Note is a Global Note. To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to and irrevocably appoint __________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Your Signature: Date: Medallion Signature Guarantee: [FOR INCLUSION ONLY IF THIS NOTE BEARS AN IAI NOTE LEGEND ––] Other than pursuant to the sale or transfer of a Note to a transferee that is not an Affiliate of the Initial Purchaser pursuant to an effective Shelf Registration Statement filed in connection with the Registration Rights Agreement, dated as of January 26, 2007, between the Company and the purchasers named therein, in connection with any transfer of any of the Notes evidenced by this certificate which are “restricted securities” (as defined in Rule 144 (or any successor thereto) under the Securities Act), the undersigned confirms that the Notes are being transferred to a Person that is not an Affiliate of the Company and: CHECK ONE BOX BELOW (1) [ ] To the Company. (2) [ ] In connection with a Permitted Transfer. (3) [ ] A transfer to a transferee that is not an Affiliate of any Sponsor Purchaser pursuant to Rule 144 under the Securities Act. (4) [ ] Solely if no registration statement under the Securities Act is available for such sale, a transfer to a person that is not an “Affiliate” of any Sponsor Purchaser (as described in Rule 144 under the Securities Act) pursuant to Rule 144A under the Securities Act or pursuant to Regulation S under the Securities Act. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (2) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such certifications and other information, including legal opinions, as the Company has reasonably requested in writing, by delivery to the Trustee of a standing letter of instruction, 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 of 1933. Your Signature: Date: Medallion Signature Guarantee: [FOR INCLUSION ONLY IF THIS NOTE BEARS A RESTRICTED NOTE LEGEND ––] Other than pursuant to the sale or transfer of the Note under an effective Shelf Registration Statement filed in connection with the Registration Rights Agreement, dated as of January 26, 2007, between the Company and the purchasers named therein, in connection with any transfer of any of the Notes evidenced by this certificate which are “restricted securities” (as defined in Rule 144 (or any successor thereto) under the Securities Act), the undersigned confirms that the Notes are being transferred to a Person that is not an Affiliate of the Company and: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (3) [ ] pursuant to and in compliance with Regulation S under the Securities Act of 1933; or (4) [ ] pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (3) or (4) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such certifications and other information, and if box (4) is checked such legal opinions, as the Company has reasonably requested in writing, by delivery to the Trustee of a standing letter of instruction, 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 of 1933; provided that this paragraph shall not be applicable to any Notes which are not “restricted securities” (as defined in Rule 144 (or any successor thereto) under the Securities Act).

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 the other Person’s soc. sec. or tax ID no.) (Print or type other Person’s name, address and zip code) Date: Your Signature: Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory U.S. Bank National Association 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attn: Corporate Trust Services The undersigned registered owner of this Note hereby acknowledges receipt of a notice from RH (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 equal to $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Record Date and on or prior to the corresponding Special Interest Payment Date, if any Special Interest shall then be accruing, accrued and unpaid Special Interest thereon to, but excluding, such Fundamental Change Purchase Date. Certificate Number: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be 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 change whatever. [Include for Global Note] In connection with any transfer of any of the Notes within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $ principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: ☐ A transfer of the Surrendered Notes is made to the Company or any of its Subsidiaries; or ☐ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or ☐ The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act; or ☐ The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act. The undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). Date: By: (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:

CONVERSION NOTICE. TO FPA MEDICAL MANAGEMENT, 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 $1,000thereof) below designateddesignated below, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares or Debentures are to be registered in this Notice is being delivered on a date after the name close of business on a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name Regular Record Date and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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 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 related Interest Payment 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 this Notice is accompanied by 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 funds acceptable 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 interest payable on such Interest Payment Date on the principal of this Security to be converted (unless this Security has been called for redemption). If shares or any portion of this Security not converted are to be issued in the principal 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 such Debentureinterest accompanies this Security. The Debenture may Dated: _________________________ _________________________ C. Rule 17Ad-15, if shares of Common Stock are to be converted delivered, or Securities to be issued, other than to and in partthe name of the registered owner. ______________________________ Signature Guarantee Fill in for registration of shares of Common Stock if they are to be delivered, but only or Securities if they are to be issued, other than to and in the principal name of the registered owner: ______________________________ (Name) ______________________________ (Street Address) ______________________________ (City, State and zip code) (Please print name and address) Register: _____ Common Stock _____ Securities (Check appropriate line(s)). Principal amount to be converted is any integral multiple (if less than all): $__________,000 ___________________________________ Social Security or other Taxpayer Identification Number of US$1,000.owner

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. 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 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. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Notes are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Notes Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ---------------- ----------------------------------------------------- Signature(s) If Common Shares shares or Debentures Notes are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- ---------------------------------------------- (Name) ---------------------------------------------- ---------------------------------------------- (Address) ---------------------------------------------- Social Security or other Identification Number, if any ---------------------------------------------- [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- U.S. $ --------------- 2. Principal amount and denomination of Notes 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) RESTRICTED NOTES CERTIFICATE (For transfers pursuant to Section 2.07(2)(ii) and (iii) of the Indenture) BNY Midwest Trust Company 2 N. XxXxxxx, Xxite 1020 Chicago, IL 60602 Re: 5.75% CONVERTIBLE SENIOR NOTES DUE 2005 OF CHARTER COMMUNICATIONS, INC. (THE "NOTES") Reference is made to the Indenture, dated as of October 30, 2000 (the "Indenture"), from Charter Communications, Inc. (the "Company") to BNY Midwest Trust Company, as Trustee. Terms used herein and defined in the Indenture or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S. $ principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"): CUSIP No. 16110XXX0 CERTIFICATE No(s). --------------- The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A, to a institutional "accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7), or pursuant to another exemption from registration under the Securities Act (if available) or Rule 144 under the Securities Act 101 and all applicable Notes laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as:

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 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: 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 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 Quantum 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) $____________ Dated: ---------------------- ----------------------------------------- ----------------------------------------- :_____________ _______________________________________________ _______________________________________________ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common Shares or Debentures Stock are to be registered in If only a portion of the Debenture is delivered, or Securities to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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: 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: BURR-XXXXX XXXPORATION UNITED STATES TRUST COMPANY 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 $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Burr-Xxxxx Xxxporation 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 A-11 98 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: BURR-XXXXX XXXPORATION UNITED STATES TRUST COMPANY OF NEW YORK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Burr-Xxxxx Xxxporation (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: 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. 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: 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. 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 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) 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 REDEMPTION UPON A CHANGE OF CONTROL To: Cypress Semiconductor Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Cypress Semiconductor Corporation (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 $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the redemption price, together with accrued interest to, but excluding, such date, to the registered Holder hereof. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ____________ ____________________________________ ____________________________________ Signature(s) If Common Shares or Debentures are Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to be registered in If only a portion Rule 17Ad-15 under the Securities Exchange Act of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- 1934. ____________________________________ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion redeemed (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. To: CONVERSION AGENT The undersigned holder beneficial owner of this Debenture the 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 $1,000thereof) below designated, into shares of Class A Common Shares Stock of the Company Polymer Group, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any in lieu of fractional shares and any Debentures Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the name of the undersigned beneficial owner hereof unless a different name has been indicated below. If Common Shares shares or Debentures any portion of this Note not exchanged are to be registered issued in the name of a Person person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are Fill in for registration of shares if to be registered in If only a portion of the Debenture is delivered, ________________________________ and Notes if to be convertedissued, other than to and in the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- beneficial owner ________________________________ (Please Print): _________________________________ Signature(s) Principal amount to be converted: Name US$ -------------------------------- exchanged (US$1,000 denomination if less than ___________________________________________ all); (Name) __________________________________ ___________________________________________ $__,000 (Street Address) ___________________________________________ __________________________________ (City, State and Zip Code) Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- other Taxpayer Identification NumberNumber Signature Guarantee: ______________________________________________________ Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, 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 are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder(s). OPTION OF HOLDER TO ELECT PIK INTEREST Pursuant to paragraph 2 of the 10% Convertible Subordinated Notes due 2007 issued by Polymer Group, Inc. (the "Company") under the Indenture (the "Indenture"), dated as of March 6, 2003, as amended by the Supplemental Indenture, dated as of May 30, 2003, among the Company, the subsidiary guarantors named therein and Wilmington Trust Company, as trustee (the "Trustee"), you have the option to have the Interest due on your Notes on ______ paid to you through the issuance of Additional Notes in lieu receiving payment thereof in cash, 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 at its sole option chooses to pay Interest through the issuance of interest, calculated Additional Notes. Capitalized terms used in this election form and not otherwise defined herein have the meanings set forth in the normal courseIndenture. If you want to elect to have Interest paid by the Company on _______, on through the outstanding principal for that portion issuance of Additional Notes in lieu of cash payment, please check the period during which such principal was not converted on box below. Election to receive Additional Notes: [ ] If you checked the next succeeding Interest Payment Date. For greater certaintybox above, please indicate the aggregate 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 Notes you own below: Aggregate principal amount of the DebentureNotes owned: $_____________ PLEASE COMPLETE THIS ELECTION FORM AND RETURN IT VIA FACSIMILE (SHOULD BE CONFIRMED BY CALLING (302) 636-6472) TO WILMINGTON TRUST COMPANY, FACSIMILE: (000) 000-0000, RODNEY SQUARE NORTH, 1100 N. MARKET STREXX, XXXXXXXXXX, XXXXXXRE 19890, ATTENXXXX: XXXXXXXXX XXXXX XXXXXXXXXXXXXX. The Holder shall promptly deliver to the Company and the CompanyXX XXXXX XX RECEIVE ADDITIONAL NOTES, in turnIF YOU SO ELECT, 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$1,000THIS ELECTION FORM MUST BE RECEIVED BY THE TRUSTEE NOT LATER THAN 3 BUSINESS DAYS PRIOR TO _______.

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 Name) ---------------------------------- ---------------------------------- (Address) ---------------------------------- Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in whole or in part) other than on an Interest Payment Date, shall be entitled to, and approved signature guarantee program pursuant to Rule 17Ad - 15 under the Company shall make, Securities Exchange Act of 1934. ---------------------------------- [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 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: 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: 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: 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 FPA MEDICAL MANAGEMENT, 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 $1,000thereof) below designateddesignated below, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares or Debentures are to be registered in this Notice is being delivered on a date after the name close of business on a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name Regular Record Date and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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 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 related Interest Payment 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 this Notice is accompanied by 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 funds acceptable 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 interest payable on such Interest Payment Date on the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount this Security to be converted is (unless this Security has been called for redemption). If shares or any integral multiple portion of US$1,000.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) C. Rule 17Ad-15, 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 Guarantee Fill in for registration of shares of Common Stock if they are to be delivered, or Securities if they are to be issued, other than to and in the name of the registered owner: -------------------------------------- (Name) -------------------------------------- (Street Address) -------------------------------------- (City, State and zip code) (Please print name and address)

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: 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. 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 $1,000U.S.$1,000 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) -32- ------------------------------------ ------------------------------------ (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: 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 If you want to convert this Note into Common Stock of the Company, check the box: o To convert only part of this Debenture hereby irrevocably converts Note, state the Debenture, or any portion of the principal amount at Maturity hereof Principal Amount to be converted (which is must be $1,000 or an integral multiple of US $1,0001,000 in excess thereof): $_____________________ If you want the share certificate, if any, made out in another Person’s name, fill in the form below: (Insert other Person’s social security or tax ID no.) (Print or type other Person’s name, address and zip code) Signature Guarantee: Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. To: Xxxxx Fargo Bank, National Association 0000 Xxxx Xxxxxx, 2nd Floor Dallas, Texas 75202 Attention: Corporate Trust Services Facsimile: (000) 000-0000 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Endeavour International Corporation (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, a minimum of $1,000 or an integral multiple thereof) below designated, into Common Shares of and (2) if such Fundamental Change Purchase Date does not fall during the Company in accordance with period after a Regular Record Date and on or prior to the terms of this Debenturecorresponding Interest Payment Date, accrued 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 taxesunpaid interest, if any, payable with respect theretothereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: ---------------------- ----------------------------------------- ----------------------------------------- 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 indicate: print such Person's name and address: ------------------------------------- Other Taxpayer Identification Number Principal amount to be convertedrepaid (if less than all): $_________,000 NOTICE: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereofThe above signature(s) 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 Holder(s) hereof must correspond with the next succeeding Interest Payment Date. For greater certainty, name as written upon the principal amount face 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 Note 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 every particular without alteration or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder enlargement 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$1,000change whatever.

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 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: THE DRESS BARN, INC. 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 cash and shares of Common Shares Stock, if any, of the Company The Dress Barn, Inc. in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that the check in payment of the cash and the shares, if any, 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: ---------------------- ----------------------------------------- ----------------------------------------- Any amount required to be paid by the undersigned on account of Interest, if any, accompanies this Note. 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 any, 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: ------------------------------------- ) 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 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. VIROPHARMA INCORPORATED SUMMIT 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 $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company ViroPharma Incorporated 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 convertedconverted (if less than all): $___________________________________ Social Security or Other Taxpayer Identification Number: Name US$ -------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: VIROPHARMA INCORPORATED SUMMIT BANK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ViroPharma Incorporated (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: KKR Real Estate Finance Trust 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 hereof (that is $1,000 principal amount at Maturity hereof (which is or an integral multiple of US $1,000thereof) below designated, into cash, shares of Common Shares Stock or a combination of cash and shares of Common Stock, at the Company Company’s election, in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that any cash payable and any shares of 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 has been indicated below. If any shares of 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 anyany in accordance with Section 5.02(d) and Section 5.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. In the case of Certificated Notes, payable with respect thereto. Datedthe certificate numbers of the Notes to be converted are as set forth below: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares Signature Guarantee Note: Signatures 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 Exchange Act, as amended. Fill in for registration of shares 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): $ ,000 NOTICE: Name US$ -------------------------------- (US$1,000 denomination 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 ------------------------------------- integral multiple thereof) Address ------------------------------------- enlargement or any change whatever. Social Security or 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.Number A-13

CONVERSION NOTICE. To: CompuDyne Corporation Wachovia Bank of Delaware, 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 an integral $1,000 or a multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company CompuDyne 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: ---------------------- ----------------------------------------- ----------------------------------------- ________________________ __________________________________________ __________________________________________ 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: _______________________________ ELECTION OF HOLDER TO REQUIRE REPURCHASE UPON A CHANGE IN CONTROL To: CompuDyne Corporation Wachovia Bank of Delaware, if any National Association Pursuant to Section 4.01 of the Indenture, the undersigned hereby elects to have this Note repurchased by the Company. The Debenture, if surrendered for conversion (in whole undersigned hereby directs the Trustee 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 it or ______________ an 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 cash equal to the unconverted portion 100% 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 repurchased (as set forth below), plus interest accrued to, but excluding, the Repurchase Date, as provided in the Indenture. 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 Guaranteed Principal amount to be repurchased (at least U.S. $1,000 or an integral multiple of US$$1,000 in excess thereof): Remaining principal amount following such repurchase (not less than U.S. $1,000.): 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 Note, and hereby irrevocably constitutes and appoints ______________________________________ attorney to transfer 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 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

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 (Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in whole or in part) other than on an Interest Payment Date, shall be entitled to, and approved signature guarantee program pursuant to Rule 17Ad - 15 under the Company shall make, Securities Exchange Act of 1934. ____________________________________________ [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 To convert this Security into Common Stock of the Company, check the box: To convert only part of this Debenture hereby irrevocably converts Security, state the Debenture, or any portion of the principal amount at Maturity hereof Original Principal Amount to be converted (which is 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 soc. sec. or tax ID no.) below designated________________________________________________________________________________ (Print or type other person's name, into Common Shares address and zip code) Your Signature: _____________________________________________ (Sign exactly as your name appears on the other side of this Security) PURCHASE NOTICE TO: LOCKHEED XXXXXX CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Lockheed Xxxxxx Corporation (the "Company") regarding the right of holders to elect to require the Company to purchase the Securities and requests and instructs the Company to purchase the entire Original Principal Amount of this Security, or portion thereof (which is $1,000 Original Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of this Debenture, and directs that such sharesthe Indenture at the price of 100% of the Accreted Principal Amount or proportional portion thereof, together with a Cheque in payment for any fractional shares accrued interest (including Contingent Interest 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 taxesAdditional Interest, if any) to, payable with respect theretobut excluding, the Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be purchased by the Company as of the applicable Purchase Date pursuant to the terms and conditions specified in the Indenture. This election is made pursuant to: Article 12, Purchase at Option of Holders at August 15, 2008, 2013, 2018, 2023 and 2028. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s): NOTICE: The above signatures of the holder(s) If Common Shares hereof must correspond with the name as written upon the face of the Security in every particular without alteration or Debentures are enlargement or any change whatever. Security Certificate Number (if applicable): Original Principal Amount to be purchased (if less than all): Social Security or Other Taxpayer Identification Number: OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL CHANGE TO: LOCKHEED XXXXXX CORPORATION THE BANK OF NEW YORK The undersigned registered in If only a portion owner of the Debenture is to be converted, the name this Security hereby irrevocably acknowledges receipt of a Person other than notice from Lockheed Xxxxxx Corporation (the Holder"Company") regarding the right of holders to elect to require the Company to purchase the Securities upon a Fundamental Change and requests and instructs the Company pursuant to Section 13.01 to purchase the entire Original Principal Amount of this Security, please indicate: print such Person's name and address: ------------------------------------- or portion thereof (which is $1,000 Original Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination Amount or ------------------------------------- an integral multiple thereof) Address ------------------------------------- Taxpayer Identification Numberdesignated below, 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 at the price of 100% of the principal amount of the Debenture so converted, shall cease, and the Person Accreted Principal Amount 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 conversionproportional portion thereof, together with payment accrued interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in lieu of any fraction of a share, as provided in Section 1208the Indenture. If the Debenture is converted in part only, upon such conversion The Securities shall be repurchased by the Company shall execute and deliver as of the Fundamental Change Purchase Date pursuant to the Holder, at terms and conditions specified in 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 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:

CONVERSION NOTICE. 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. CELGENE CORPORATION 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 shares of Common Shares Stock of the Company Celgene 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: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ ------------------------------ ------------------------------ 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 : ------------------------------ OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE TO: CELGENE CORPORATION THE BANK OF NEW YORK The Debenture, if surrendered for conversion undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Celgene 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 and Liquidated Damages, as provided in Section 1208. If if any, to, 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 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 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 Companyregistered owner: ___________________________________ (Name) ___________________________________ (Strxxx Xxxxxxx) ___________________________________ (City, 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.State and zip code)

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. REDLINE PERFORMANCE PRODUCTS, INC. (To be signed only upon exercise of conversion right) The undersigned undersigned, the holder of this Debenture the within Bridge Warrant, hereby irrevocably converts elects to exercise the Debenture, or any portion Conversion Right set forth in such Bridge Warrant and to purchase ____________ shares of the principal amount Common Stock, of Redline Performance Products. The closing of this conversion shall take place at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares the offices of the Company in accordance with undersigned on ______________________. Certificates for the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, to be delivered to and at the closing shall be registered issued in the name of the undersigned unless a different name has been indicated below________________________________________________________________ whose address is _________________________________________. If Common Shares or Debentures are Dated: , 20 . ----------------------------------------------- -- -------------------------------------------------------------- (Signature must conform in all respects to be registered in the name of holder as specified on the face of the Bridge Warrant) -------------------------------------------------------------- (Address) -------------------------------------------------------------- (City, State, Zip Code) AGREEMENT TO DEFER PAYMENTS UNDER PROMISSORY NOTE ISSUED BY REDLINE PERFORMANCE PRODUCTS, INC. December 18, 2002 Redline Performance Products, Inc. (the "Borrower") previously issued a Person other than Secured Convertible Subordinated Promissory Note (the "Note") dated November 21, 2001 to the undersigned lender(s) (which other Person the undersigned acknowledges may only be an affiliate of the undersigned"Lender"), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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 sum 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 DateTwenty-Five Thousand and 00/100 Dollars ($25,000.00), together with interest on the unpaid principal balance outstanding from time to time at the rate of fifteen percent (15%) per annum. Pursuant to that portion of Note, 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 Borrower promised to pay the principal amount Lender all of the Debentureoutstanding principal and accrued interest on the Note on or before December 31, 2002. The Holder shall promptly deliver For value received, the Lender hereby defers any and all payments of principal and interest due pursuant to the Company Note until the earlier of (i) the date five (5) business days after the Borrower closes an IPO, as defined below, 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 (ii) the close of business on June 30, 2003 (each a "Deferral Date"). The Note provides the Business Day of surrender Lender the right to convert amounts due pursuant to the Note into other securities of the Debenture for conversion (Borrower. The Lender understands that the "Conversion Date") in accordance Borrower intends to file a registration statement with the foregoing provisionsSecurities and Exchange Commission in December 2002 or January 2003 to facilitate the Borrower's initial public offering of common stock ("IPO"). Any such filing will restrict the Borrower's ability to facilitate the conversion of amounts owed under the Note until closing of an IPO. For value received, the Lender hereby waives the Lender's right to convert amounts owed under the Note during the period beginning on the date the Borrower files a registration statement with the Securities and Exchange Commission in connection with an IPO and ending upon closing of an IPO. Lender understands and agrees that Lender's right to convert amounts due pursuant to the Note shall be limited to the following: (i) prior to Borrower filing a registration statement in connection with an IPO (expected to be on or about December 27, 2002) Lender may convert at such time the rights a per share price equal to $3.75 and (ii) after closing of the HolderIPO and for a period of not less than five business days thereafter, as holder Lender may convert at a per share price equal to the price of shares sold in the IPO. The Borrower may pay all amounts due under the Note at any time other than the five-day period referenced herein and intends to pay such amounts after closing of the IPO. This paragraph shall be of no force and effect if the Borrower does not make a filing in connection with an IPO. In exchange for the deferral and modification to conversion rights set forth herein, the Borrower will issue to the Lender an additional warrant to purchase 10,000 shares of common stock for every $50,000 in principal amount of the Debenture so convertedNote. The Lender hereby waives any prior default by Borrower under the Note. Except as expressly set forth herein, 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 terms and conditions of the principal amount of such Debenture. The Debenture may be converted Note shall remain unchanged and shall continue in part, but only if the principal amount to be converted is any integral multiple of US$1,000full force and effect.

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 Name) ____________________________________________ ____________________________________________ (Address) ____________________________________________ Social Security or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer other Identification Number, if any The Debenture, if surrendered for conversion (Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in whole or in part) other than on an Interest Payment Date, shall be entitled to, and approved signature guarantee program pursuant to Rule 17Ad - 15 under the Company shall make, Securities Exchange Act of 1934. ____________________________________________ [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 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. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureNote, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Notes are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ---------------------- ----------------------------------------- ----------------------------------------- :______________________________ -------------------------------- -------------------------------- Signature(s) If Common Shares shares or Debentures Notes are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- ------------------------------- Name ------------------------------- Address ------------------------------- Social Security or other Identification Number, if any ------------------------------- Signature Guaranteed If only a portion of the Notes is to be converted, please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- U.S. $ ----------- 2. Principal amount and denomination of Notes representing unconverted principal amount to be issued: Amount 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. To: Penn Treaty American Corporation 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 Stock, par value $.10 per share of the Company Company, 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:_______________________ Contact Person: ---------------------- ----------------------------------------- ----------------------------------------- ______________________ Fax Number:___________________________ _____________________________ Telephone Number:_____________________ _____________________________ 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) $ _________________________________ Social Security or Other Taxpayer Identification Number [FORM OF OPTION TO ELECT REPAYMENT UPON A CHANGE OF CONTROL] To: Name US$ -------------------------------- Penn Treaty American Corporation The undersigned registered owner of this Regulation S Global Note hereby irrevocably acknowledges receipt of a notice from Penn Treaty American Corporation (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, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the third anniversary of the date of original issuance of such Note, the undersigned confirms that such Note is being transferred: [ ] To Penn Treaty American Corporation or a new Debenture subsidiary thereof; or Debentures [ ] Pursuant to and in compliance with Rule 144A under the Securities Act of authorized denominations 1933, as amended; or [ ] To an institutional accredited investor pursuant to and in compliance with 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. Unless one of the boxes above is checked, the Trustee will refuse to register any of the within Notes in the name of any person other than the registered holder thereof (or hereof); provided, however, that the Trustee may, in its sole discretion, register the transfer of such Notes if it has received such certifications, legal opinions and/or other information as the Company has reasonably requested 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 of 1933, as amended. In addition, if the transferee is an institutional accredited investor or a purchaser who is not a U.S. person, the holder must furnish to the Trustee (i) in the case of an institutional accredited investor, a signed letter containing certain representations and agreements relating to the restrictions on transfer of the security evidenced hereby in substantially the form of Exhibit D to the Indenture, and (ii) such other certifications, legal opinions or other information as it 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 of 1933, as amended. 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 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$1,000Securities and Exchange Commission Rule 17Ad-15.

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 the other Person’s soc. sec. or tax ID no.) (Print or type other Person’s name, address and zip code) Date: Your Signature: Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory U.S. Bank National Association 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attn: Corporate Trust Services The undersigned registered owner of this Note hereby acknowledges receipt of a notice from RH (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 equal to $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Record Date and on or prior to the corresponding Special Interest Payment Date, if any Special Interest shall then be accruing, accrued and unpaid Special Interest thereon to, but excluding, such Fundamental Change Purchase Date. Certificate Number: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be 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 change whatever. [Include for Global Note] In connection with any transfer of any of the Notes within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $ principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: ☐ A transfer of the Surrendered Notes is made to the Company or any of its Subsidiaries; or ☐ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or ☐ The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act; or ☐ The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act. The undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). Date: By: (If the registered owner is a corporation, partnership or fiduciary, Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:

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. [If Bearer Security -- The undersigned holder Holder of this Debenture Security hereby irrevocably converts exercises the Debenture, or any portion option to convert this Security into shares of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity and directs that such shares be registered in the name of and delivered, together with a check in payment for any fractional share, to the undersigned unless a different name has been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: ________________________ ------------------------------------- Signature If shares are to be registered in HOLDER the name of and delivered to a Person other than the Holder, please print such Person's name & address: Please print name & address of Holder: ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- -------------------------------------] [If Registered Security -- The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is U.S.$5,000 or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, delivers herewith the amount of interest payable on the next Interest Payment Date if this conversion is made between the Regular Record Date for such Interest Payment Date and such Interest Payment Date, and directs that such shares, together with a Cheque in check is payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares shares or Debentures Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, taxes payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) __________________ ------------------------------------- Signature If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, Securities registered in the name of a Person is to a converted, please indicate: other than the Holder, please indicate: print such Person's name and & address: ------------------------------------- 1. Principal amount Amount to be converted: Name US$ -------------------------------- (US$1,000 U.S.$_____________ ____________________________________ 2. Amount and 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 ____________________________________ Registered Securities ____________________________________ representing 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 issued: Amount: U.S.$________________ Denominations: U.S.$_________ (U.S.$5,000 or an integral multiple of US$1,000.thereof)] ARTICLE THREE

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. 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: ------------------------------------- Name Address Social Security or other Identification Number, if any Signature Guarantee: - -------------------------------------------------------- Notice: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements will include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- $ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount $ (US$$1,000 denomination or ------------------------------------- any integral multiple of $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 $1,000 or any integral multiple of US$1,000.$1,000 in excess thereof)

CONVERSION NOTICE. TO FPA MEDICAL MANAGEMENT, 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 $1,000thereof) below designateddesignated below, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such sharesthe shares issuable and deliverable upon the conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount hereof, be issued and delivered to and be the registered in the name of the undersigned owner hereof unless a different name has been indicated provided below. If Common Shares or Debentures are to be registered in this Notice is being delivered on a date after the name close of business on a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name Regular Record Date and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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 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 related Interest Payment 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 this Notice is accompanied by 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 funds acceptable 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 interest payable on such Interest Payment Date on the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount this Security to be converted is (unless this Security has been called for redemption). If shares or any integral multiple portion of US$1,000.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) C. Rule 17Ad-15, 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 Guarantee Fill in for registration of shares of Common Stock if they are to be delivered, or Securities if they are to be issued, other than to and in the name of the registered owner: ------------------------------ (Name) ------------------------------ (Street Address) ------------------------------ (City, State and zip code) (Please print name and address)

CONVERSION NOTICE. To: Itron, 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 after 60 days 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* If shares or Securities are to Principal amount to be converted be 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 all): Person other than the Holder, please indicate: $_______,000 print such Person's name and address: ------------------------------------- Principal amount to be converted: :* __________________________________ __________________________________ Name US$ -------------------------------- (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. 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. $1,000 in excess thereof) below designated, into shares of Common Shares of the Company Stock in accordance with the terms of the Indenture referred to in this DebentureSecurity, and directs that such shares, together with a Cheque check in payment for any fractional shares share and any Debentures Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Shares Stock or Debentures Securities are to be registered in the name of a Person other than the undersigned undersigned, (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), a) the undersigned will pay all transfer taxes, if any, taxes payable with respect theretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the -24- 30 Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ---------------------- ----------------------------------------- ----------------------------------------- ------------ --------------------------------------------------------- Signature(s) --------------------------------------------------------- Name(s) If Common Shares shares or Debentures Securities are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- --------------------------- (US$1,000 denomination Name) --------------------------- --------------------------- (Address) --------------------------- 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 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: [_________________________] 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) ----------------------------------- (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: OMNICOM GROUP 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 (which is $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company Omnicom Group 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. 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 complete the appropriate section 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 Debenture. 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 Debentures 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 Debentures 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): $___________ _________________________________ Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPAYMENT ON JANUARY 3, 2003 To: Name US$ -------------------------------- OMNICOM GROUP INC. The undersigned registered owner of this Debenture hereby irrevocably requests and instructs Omnicom Group Inc. (US$the "Company") to repay the within Debenture or 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 Debenture 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 conversionrepayment 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: ______________________ _____________________________________ _____________________________________ Signature(s)

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: AnnTaylor Stores Corporation 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 Principal Amount or an integral multiple thereof), below designated into shares of US $1,000Common Stock (in the form of a Share Certificate) below designated, 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 conversion, together with a Cheque any check in payment for any a fractional shares share and any Debentures Security representing any unconverted principal amount 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. DatedAny amount required to be paid by the undersigned on account of interest accompanies this Security. DATE: ---------------------- ----------------------------------------- ----------------------------------------- _______________ ---------------------------------- Signature(s) (If a corporation, partnership or fiduciary, the title of the Person signing must be stated.) 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 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 they are to be delivered, or unconverted Securities if they are to be issued, 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: ------------------------------------- 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 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. 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. 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. TO: GENESIS HEALTHCARE CORPORATION THE BANK OF NEW YORK 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 $1,000 or a multiple of US $1,000thereof) below designateddesignated into cash and shares of Common Stock, into Common Shares of the Company if any, in accordance with the terms of the Indenture referred to in this Debenture, and directs that any shares of Common Stock issuable and deliverable upon such sharesconversion, together with a Cheque any payment of the Principal Return (as defined in payment the Indenture) and for any fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered 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. If shares or any portion of this Debenture not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ______________________ ___________________________________ ___________________________________ Signature(s) Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Debenture 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 issued, and Debentures if to be delivered, other than to and be registered in the name of the undersigned unless a different registered holder: ______________________________ (Name) ______________________________ (Xxxxxx Xxxxxxx) ______________________________ (City, State and Zip Code) ______________________________ Please print name has been indicated below. If Common Shares or Debentures are and address Principal amount to be registered in converted (if less than all): $______________________________ Social Security or Other Taxpayer Identification Number: OPTION TO ELECT REPURCHASE UPON A DESIGNATED EVENT TO: GENESIS HEALTHCARE CORPORATION THE BANK OF NEW YORK Pursuant to the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate terms of the undersigned)Indenture and the Debentures, the undersigned will pay all transfer taxesregistered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Genesis HealthCare Corporation (the "COMPANY") as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof; provided that if such Designated Event Repurchase Date falls after a Record Date and on or prior the corresponding Interest Payment Date, the Interest and Additional Amounts, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print on such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (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, 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 paid to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion holder of the principal that was not converted. The Company's delivery to the Holder record of the number of Common Shares (and cash in lieu of fractions thereof) into which the this 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 corresponding Record Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Debenture for conversion (Designated Event Repurchase Date pursuant to the "Conversion Date") terms and conditions specified 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, Debentures 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 timeIndenture. 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.Dated: ______________________ ___________________________________ ___________________________________ Signature(s)

CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts Reference is made to the DebentureConvertible Note issued by Saleen Automotive Inc. (the “Note”), or any portion of dated December 2, 2014 in the principal amount at Maturity hereof of $50,000 with 10% interest. This note currently holds a principal balance of $50,000 and accrued interest in the amount of $ . The features of conversion stipulate a Conversion Price the lower of (which is an integral multiple i) a 42% discount to the lowest trading price during the previous twenty (20) trading days to the date of US Conversion; or (ii) a 42% discount to the lowest trading price during the previous twenty (20) trading days before the date that this note was executed, pursuant to the provisions of Section 2(a)(2) in the Note. In accordance with and pursuant to the Note, the undersigned hereby elects to convert $1,000) below designated, into Common Shares _________________ of the PRINCIPAL/INTEREST balance of the Note, indicated below into shares of Common Stock (the “Common Stock”), of the Company, by tendering the Note specified as of the date specified below. Date of Conversion: _______________ Conversion Amount: $ _________________________ Conversion Price: $ ____________________ ( ______% discount from $ ____________________) Current Issued/Outstandina: ________________________________________________________________________ PLEASE ISSUE THE COMMON STOCK INTO WHICH THE NOTE IS BEING CONVERTED IN THE NAME OF THE HOLDER OF THE NOTE AND TRANSFER THE SHARES ELECTRONICALLY TO: [BROKER INFORMATION] HOLDER AUTHORIZATION: JSJ INVESTMENTS INC. 2000 XXXXX XXXXX XXXXX, XXXXX 000 DALLAS, TX 75234 800-000-0000 Tax ID: 20-0000000 Sxxxxx Xxxxx, President Date: [Continued on Next Page] PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the date of this Debenturethe Conversion Confirmation, the Company shall have issued and directs that such shareselectronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, together with they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereofcertificate, 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 Stock to which the Debenture is converted in part only, upon such conversion the Company Holder 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$1,000entitled.”

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: ------------------------------------- Name Address Social Security or other Identification Number, if any Signature Guarantee: ------------------------------------------------------ Notice: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements will include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: Name US$ -------------------------------- $ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount $ (US$$1,000 denomination or ------------------------------------- any integral multiple of $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 $1,000 or any integral multiple of US$1,000.$1,000 in excess thereof)

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. TO: LTX CORPORATION STATE STREET BANK AND 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 $1,000 or an integral multiple of US $1,000thereof) below designated, into shares of Common Shares Stock of the Company LTX 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: LTX CORPORATION STATE STREET BANK AND TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from LTX 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: 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. 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 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 DateOR ANY SUCCESSOR RULE)). 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.CLASS C-1 DEPOSIT AGREEMENT

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.: