Common use of Form of Election to Convert Clause in Contracts

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between among Newmont Mining Corporation Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: _________------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:1 (FN1) Principal Amount to be Converted:2 (FN2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: __________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.--------------------------

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between among Newmont Mining Corporation Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Represented:1(FN1) Principal Amount to be Converted:/2/ Converted:2(FN2) If checked check for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address Please print name and address of Holder ____________________________ ____ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.________________________ Signature Guarantee: __________________________ ____________________________ ARTICLE THREE

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent Conversion Agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer Guarantor or the Trustee: Notice of Conversion NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock Shares of the IssuerGuarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and CitibankThe Chase Manhattan Bank, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common StockShares, the Parent Common Stock Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and and, in either case, any check in payment for fractional shares Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________Represented:(1) /1/ (1) Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Parent Shares to be issued:

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between among Newmont Mining Corporation Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ ------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Represented:1 Principal Amount to be Converted:/2/ Converted:2 If checked check for fractional Shares to be issued otherwise than to Holder: _______________________________ -------------------------- Print name and address _______________________________ /1/ Unless otherwise specified, a Please print name and address of Holder will be deemed to be converting the entire principal amount of the Securities delivered.-------------------------- -------------------------- Signature Guarantee: -------------------------- --------------------------

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: _________--------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: __________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________ /1/ -------------------------- ---------- 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ____________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked check for fractional Shares to be issued otherwise than to Holder: ________________________________ Print name and address Please print name and address of Holder __________________________ __________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent Conversion Agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer Guarantor or the Trustee: Notice of Conversion NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock Shares of the IssuerGuarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and CitibankThe Bank of New York, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common StockShares, the Parent Common Stock Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and and, in either case, any check in payment for fractional shares Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Represented:(1) Principal Amount to be Converted:/2/ Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If checked ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: _______________________________ Print ------------------------- Please print name and address _______________________________ /1/ Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent Conversion Agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer Guarantor or the Trustee: Notice of Conversion NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock Shares of the IssuerGuarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and CitibankThe Bank of New York, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common StockShares, the Parent Common Stock Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and and, in either case, any check in payment for fractional shares Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ ): (1) Principal Amount to be Converted:/2/ Converted:(2) (1) Unless otherwise specified a Holder will deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the prncipal amount of the Securities not converted, unless otherwise provided Indicate Parent Shares to be issued: |_| Parent Common Shares |_| Parent American Depositary Shares If checked ADSs are to be received and are to be issued otherwise than to Holder: _________________________ Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: _________________________ Please print name and address Please print name and address of Holder ________________________ Print name and address ________________________ Signature Guarantee: _______________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice [To Be Executed Upon Conversion of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion Warrant] The undersigned Holder holder hereby represents that he or it is the registered holder of the Securities specified below this Warrant Certificate, and hereby irrevocably exercises elects to exercise the option right, represented by this Warrant Certificate, to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: _______________________Warrants evidenced by this Warrant Certificate into____________ Signature shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the "Company") and herewith tenders payment for Conversion only) Title such shares to the order of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: ____________________the Company in the amount of $___________ Print in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address _______________________________ /1/ Unless otherwise specifiedhereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a Holder will new Warrant Certificate representing the remaining balance of such shares be deemed registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be converting registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Date: --------------------------- ---------------------------------------- (Signature must conform in all respects to the entire principal amount name of the Securities delivered.holder as specified on the fact of the Warrant Certificate, unless Form of Assignment has been executed)

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between among Newmont Mining Corporation Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ ): (1) Principal Amount to be Converted:/2/ Converted:(2) If checked check for fractional Shares to be issued otherwise than to Holder: _______________________________ -------------------------- Print name and address _______________________________ /1/ Unless otherwise specified, a Please print name and address of Holder will be deemed to be converting the entire principal amount of the Securities delivered.-------------------------- -------------------------- Signature Guarantee: -------------------------- --------------------------

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent Conversion Agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock Shares of the IssuerIssuer or American Depositary Shares evidencing such Common Shares ("ADSs" and, together with such Common Shares, the "Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, __________, _ (the "Indenture") between Newmont Mining Corporation Koninklijke Ahold N.V. and CitibankThe Chase Manhattan Bank, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Common StockShares, the Common Stock Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive ADSs, the American Depositary Receipts evidencing such ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and and, in either case, any check in payment for fractional shares Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________Represented:(1) /1/ (1) Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Shares to be issued:

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent Conversion Agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer Guarantor or the Trustee: Notice of Conversion NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock Shares of the IssuerGuarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between Newmont Mining Corporation among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and CitibankThe Bank of New York, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common StockShares, the Parent Common Stock Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and and, in either case, any check in payment for fractional shares Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ ------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ ): (1) Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________Converted:(2) /1/ (1) Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Parent Shares to be issued:

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") between among Newmont Mining Corporation Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___________________________________ ------------------------------------------ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Represented: Principal Amount to be Converted:/2/ Converted: If checked check for fractional Shares to be issued otherwise than to Holder: _______________________________ ------------------------------------ Print name and address _______________________________ /1/ Unless otherwise specified, a Please print name and address of Holder will be deemed to be converting the entire principal amount of the Securities delivered.------------------------------------ ------------------------------------ Signature Guarantee: ------------------------------------------ ------------------------------------

Form of Election to Convert. [To be Executed Upon Conversion of Warrant] The notice undersigned holder hereby represents that he or it is the registered holder of conversion --------------------------- this Warrant Certificate, and hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert the Warrants evidenced by this Warrant Certificate into ____________ shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the "Company"). The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Certificate to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following formas follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the TrusteeXxx Xxxx 00000 Attn: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of Chief Credit Officer Date:_________________, (the "Indenture") between Newmont Mining Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: ___ _______________________________________ (Signature (for Conversion onlymust conform in all respects to the name of the holder as specified on the fact of the Warrant Certificate, unless Form of Assignment has been executed) Title FORM OF ASSIGNMENT [To be executed upon Transfer of Securities: Warrant] FOR VALUE RECEIVED, the undersigned registered holder of the enclosed Warrant Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: hereby sells, assigns and transfers unto ________________________________________ Print name the right represented by such Warrant Certificate to purchase _____________ shares of Class A Common Stock of BRUNSWICK BIOMEDICAL CORPORATION to which such Warrant Certificate relates, and address appoints __________________ _______________________________ Attorney to make such transfer on the books of BRUNSWICK BIOMEDICAL CORPORATION maintained for such purpose, with full power of substitution in the premises. Date:_ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.__________________