Common use of Form of Legend for the Notes Clause in Contracts

Form of Legend for the Notes. Unless otherwise permitted by Section 3.7, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30, 2003 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORP. (THE "THE COMPANY"), THE GUARANTORS NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR OBLIGATIONS, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE PURCHASE AGREEMENT.

Form of Legend for the Notes. Unless otherwise permitted by Section 3.7, every Every Note issued and delivered hereunder shall bear a legend legends in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY NOTE IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30FEBRUARY 11, 2003 2002 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORPAMERICAN COIN MERCHANDISING, INC. (THE "THE COMPANY"), THE GUARANTORS NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS FOR PURPOSES OF SECTIONS 1272, 1273 AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED TO 1275 OF THE PRIOR PAYMENT AND SATISFACTION IN CASH INTERNAL REVENUE CODE OF ALL SENIOR OBLIGATIONS1986, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENTAMENDED, AND IN THE MANNER PROVIDED IN RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE PURCHASE AGREEMENTISSUE PRICE IS $974.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $25.64; (3) THE ISSUE DATE IS FEBRUARY 11, 2002, AND (4) THE YIELD TO MATURITY IS 17.45%, (COMPOUNDED QUARTERLY). provided, however, that the first preceding legend shall not be required to appear on any Note if (x) the transfer of the surrendered note is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (y) the Company shall have received an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such transfer was effected without registration under -64- the Securities Act and that the transferee would be entitled to transfer such Note in a public sale without registration under the Securities Act.

Form of Legend for the Notes. Unless otherwise permitted by Section 3.79.07, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 3031, 2003 2004 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORPTERREMARK WORLDWIDE, INC. (THE "THE COMPANY"), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS FOR PURPOSES OF SECTIONS 1272, 1273 AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED TO 1275 OF THE PRIOR PAYMENT AND SATISFACTION IN CASH INTERNAL REVENUE CODE OF ALL SENIOR OBLIGATIONS1986, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENTAMENDED, AND IN THE MANNER PROVIDED IN RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE PURCHASE AGREEMENTISSUE PRICE IS $939.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.07; (3) THE ISSUE DATE IS DECEMBER 31, 2004; AND (4) THE YIELD TO MATURITY IS 14.42% (COMPOUNDED QUARTERLY).

Form of Legend for the Notes. Unless otherwise permitted by Section 3.7, every Every Note issued and delivered hereunder shall bear a legend in substantially the following form: “THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT)AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. SUCH SECURITY MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE HOLDER REQUIREMENTS OF THIS SECURITY IS SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE TERMS PROVISIONS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30FEBRUARY 9, 2003 2007, AMONG MR DEFAULT SERVICES LLC (AS “MR”), E-DEFAULT SERVICES LLC, (“E-DEFAULT”), STATEWIDE TAX AND TITLE SERVICES LLC (“STT”), STATEWIDE PUBLISHING SERVICES LLC (“STATEWIDE PUBLISHING” AND TOGETHER WITH MR, E- DEFAULT AND STT, ON A JOINT AND SEVERAL BASIS, THE SAME MAY BE AMENDED“BORROWERS”), MODIFIEDMR PROCESSING HOLDING CORP. (“HOLDINGS”), RESTATED OR SUPPLEMENTED CERTAIN SUBSIDIARIES OF BORROWERS, THE LENDERS PARTY THERETO FROM TIME TO TIME, TIME AND THE "ROYAL BANK OF SCOTLAND PLC (THE “PURCHASE AGREEMENT"”), AMONG BRIGHTSTAR CORP. (THE "THE COMPANY"), THE GUARANTORS NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH THE PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF EACH OF THE COMPANYBORROWERS. “THIS INDEBTEDNESS NOTE AND OTHER PAYMENT THE RIGHTS AND OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE PRIOR PAYMENT EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND SATISFACTION INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 9, 2007, AMONG THE ROYAL BANK OF SCOTLAND PLC, IN CASH ITS CAPACITY AS A PURCHASER OF ALL A NOTE, OTHER LENDERS UNDER THE NOTE PURCHASE AGREEMENT GOVERNING THIS NOTE FROM TIME TO TIME PARTY THERETO, HOLDINGS, THE BORROWERS, CERTAIN SUBSIDIARIES OF THE BORROWERS, THE ROYAL BANK OF SCOTLAND PLC, IN ITS CAPACITY AS ADMINISTRATIVE AGENT (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE “ADMINISTRATIVE AGENT”) AND COLLATERAL AGENT (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE “COLLATERAL AGENT”) FOR THE LENDERS UNDER THE SENIOR OBLIGATIONS, CREDIT AGREEMENT (AS DEFINED IN THE PURCHASE AGREEMENTBELOW), TO THE EXTENTINDEBTEDNESS (INCLUDING INTEREST) OWED BY THE BORROWERS PURSUANT TO THAT CERTAIN CREDIT AND GUARANTY AGREEMENT DATED AS OF FEBRUARY 9, 2007 AMONG THE BORROWERS, HOLDINGS, CERTAIN SUBSIDIARIES OF BORROWERS, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, AND IN THE MANNER PROVIDED IN LENDERS FROM TIME TO TIME PARTY THERETO (THE PURCHASE “SENIOR CREDIT AGREEMENT”), AS SUCH SENIOR CREDIT AGREEMENT MAY BE AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT WITHIN THE MEANING OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. UPON ANY LENDER’S REQUEST, THE CHIEF FINANCIAL OFFICER OF THE BORROWERS WILL PROVIDE TO SUCH LENDER INFORMATION REGARDING THIS NOTE’S ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY.”

Form of Legend for the Notes. Unless otherwise permitted by Section 3.7, every Every Note issued and delivered hereunder shall bear a legend legends in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY NOTE IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30APRIL 15, 2003 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORPAMERICAN COIN MERCHANDISING, INC. (THE "THE COMPANY"), THE GUARANTORS NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS FOR PURPOSES OF SECTIONS 1272, 1273 AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED TO 1275 OF THE PRIOR PAYMENT AND SATISFACTION IN CASH INTERNAL REVENUE CODE OF ALL SENIOR OBLIGATIONS1986, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENTAMENDED, AND IN THE MANNER PROVIDED IN RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE PURCHASE AGREEMENTISSUE PRICE IS $974.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $25.64; (3) THE ISSUE DATE IS APRIL 15, 2003, AND (4) THE YIELD TO MATURITY IS 17.45% (COMPOUNDED QUARTERLY). provided, however, that the first preceding legend shall not be required to appear on any Note if (x) the transfer of the surrendered note is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (y) the Company shall have received an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such transfer was effected without registration under the Securities Act and that the transferee would be entitled to transfer such Note in a public sale without registration under the Securities Act.

Form of Legend for the Notes. (a) . Unless otherwise permitted by Section 3.79.07, every Series A Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30JANUARY 5, 2003 2007 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "“PURCHASE AGREEMENT"”), AMONG BRIGHTSTAR CORPTERREMARK WORLDWIDE, INC. (THE "THE “COMPANY"”), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1272, 1273, AND OTHER PAYMENT OBLIGATIONS EVIDENCED 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE COMPANY AGREES TO PROVIDE PROMPTLY TO HOLDERS OF NOTES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THE NOTES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE FOLLOWING ADDRESS: 2000 X. XXXXXXXX XXXXX, 0XX XXXXX, XXXXX, XXXXXXX 00000. THE SECURITY REPRESENTED BY THIS SECURITY IS CERTIFICATE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR OBLIGATIONS, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENT, AND IN THE MANNER PROVIDED AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE PURCHASE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 5, 2007 AMONG TERREMARK WORLDWIDE, INC. AS THE ISSUER, THE SUBSIDIARY GUARANTORS NAMED THEREIN, FMP AGENCY SERVICES, LLC, AS THE SENIOR AGENT TO THE SENIOR CREDITORS NAMED THEREIN, CREDIT SUISSE, CAYMAN BRANCH, S THE SUBORDINATED AGENT TO THE SUBORDINATED CREDITORS NAMED THEREIN AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Form of Legend for the Notes. Unless otherwise permitted by Section 3.72.7, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY NOTE IS SUBJECT TO THE TERMS OF (A) THE PURCHASE NOTE AND UNIT SUBSCRIPTION AGREEMENT, DATED AS OF DECEMBER 3016, 2003 2010 AMONG THE CARLYLE PARENT ENTITIES (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORP. (THE "THE COMPANY"DEFINED THEREIN), THE GUARANTORS PARTNER HOLDING COMPANIES (AS DEFINED THEREIN) AND THE HOLDERS NAMED THEREIN (AND ANY OF THEIR PERMITTED TRANSFEREES), AS AMENDED AND (B) A SUBSCRIPTION AND EQUITY HOLDER AGREEMENT BY AND AMONG THE CARLYLE PARENT ENTITIES, THE PARTNER HOLDING COMPANIES AND THE PURCHASERS HOLDERS NAMED THEREIN, AS AMENDED. A COPY OF EACH SUCH PURCHASE AGREEMENT AGREEMENT, AS AMENDED, IS AVAILABLE AT THE OFFICES OFFICE OF THE COMPANYISSUER OF THIS NOTE. THE PAYMENT OF THIS INDEBTEDNESS NOTE AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THE RIGHTS OF THE HOLDER OF THIS SECURITY IS NOTE ARE SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR OBLIGATIONS, DEBT (AS DEFINED IN THE PURCHASE AGREEMENT, NOTE AND UNIT SUBSCRIPTION AGREEMENT REFERRED TO ABOVE) AND THE EXTENT, AND RIGHTS OF THE HOLDERS OF SENIOR DEBT UPON THE TERMS OF SUBORDINATION SET FORTH IN THE MANNER PROVIDED IN NOTE AND UNIT SUBSCRIPTION AGREEMENT REFERRED TO ABOVE. THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR PURPOSES OF SECTION 1273 OF THE PURCHASE AGREEMENTINTERNAL REVENUE CODE OF 1986, AS AMENDED. THE [MANAGING MEMBER/GENERAL PARTNER] OF THE ISSUER, AS REPRESENTATIVE OF THE ISSUER, WILL MAKE AVAILABLE ON REQUEST TO HOLDER(S) OF THIS NOTE THE FOLLOWING INFORMATION FOR TAX PURPOSES: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. A HOLDER MAY SUBMIT A WRITTEN REQUEST FOR SUCH INFORMATION TO: ATTENTION: GENERAL COUNSEL, THE CARLYLE GROUP, 0000 XXXXXXXXXXXX XXXXXX, X.X., XXXXX 000 XXXXX, XXXXXXXXXX, X.X. 00000.

Form of Legend for the Notes. Unless otherwise permitted by Section 3.710.07, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AND SECURITY AGREEMENT, DATED AS OF DECEMBER 30MARCH 31, 2003 2004 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"), AMONG BRIGHTSTAR CORPXXXXX XXXXXX INTERNATIONAL, INC. (THE "THE COMPANY"), WLFI HOLDINGS, INC., AS PARENT, THE GUARANTORS NAMED THEREIN THEREIN, THE BANK OF NEW YORK, AS COLLATERAL AGENT, AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. THIS INDEBTEDNESS AND OTHER PAYMENT OBLIGATIONS EVIDENCED BY THIS SECURITY IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR OBLIGATIONS, AS DEFINED IN THE PURCHASE AGREEMENT, TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE PURCHASE AGREEMENTEach Note shall also bear an original issue discount legend that satisfies the requirements of Section 1275(c) of the Code and Treasury Regulation T167 1275.3.