Common use of Notice of Exchange Clause in Contracts

Notice of Exchange. (To be executed by the Holder in order to exchange the Warrant.) The undersigned hereby irrevocably elects to exchange this Warrant into __________ shares (the foregoing number constituting the number of Warrant Shares to be issued pursuant to Section 3 of this Warrant) of ________ of Varsxxxxxxxx.xxx Xxx., minus any shares to be deducted from the foregoing number in accordance with the terms of this Warrant, according to the conditions thereof. The undersigned desires to consummate such exchange on ________________. Dated: ----------------------------- Name of Holder: By: -------------------------- FORM OF ASSIGNMENT [To be signed only upon transfer of Warrant] For value received, the undersigned hereby sells, assigns and transfers unto the right represented by the Warrant to purchase _______ shares of _________ of Varsxxxxxxxx.xxx Xxx., to which the Warrant relates, and appoints [Name of Attorney] to transfer such right on the books of [ISSUER], with full power of substitution in the premises. Dated: ------------- --------------------------------------------- (Signature) Signed in the presence of: ------------------------------ 47 ADDENDUM NUMBER 1 TO VARSXXXXXXXX.XXX XXX. STOCK SUBSCRIPTION WARRANT This Addendum (this "Addendum") to that certain VarsxxxXxxxx.xxx Xxx. Stock Subscription Warrant (the "Warrant") dated December 22, 1999, by and between America Online, Inc. ("AOL"), and VarsxxxXxxxx.xxx Xxx. (the "Corporation") is made as of December 22, 1999, by and between AOL and the Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties desire to amend certain provisions of the Warrant as follows: Exhibit A of the Warrant shall be amended and restated in its entirety to read as set forth on Exhibit A attached hereto. In witness whereof the Parties have executed this Addendum as of the date written hereinabove. AMERICA ONLINE, INC. BY: --------------------------------- TITLE: ------------------------------

Notice of Exchange. (To be executed by the Holder holder in order to exchange the Warrant.) The undersigned hereby irrevocably elects to exchange this Warrant into __________ shares (the foregoing number constituting the number of Warrant Shares to be issued pursuant to Section 3 of this Warrant) of ________ Common Stock, par value $0.0001, of Varsxxxxxxxx.xxx Xxx., minus any shares to be deducted from the foregoing number in accordance with the terms of this Warrant, according to the conditions thereof. The undersigned desires to consummate such exchange on ________________ and requests that the certificates be issued in the name of delivered to _____________ whose address is __________________. Dated: ----------------------------- _____________________________ Name of Holder: By: -------------------------- :__________________________ Exhibit B-16 42 FORM OF ASSIGNMENT [To be signed only upon transfer of Warrant] For value received, the undersigned hereby sells, assigns and transfers unto ______________ the right represented by the Warrant to purchase _______ shares of _________ Common Stock, par value $0.0001, of Varsxxxxxxxx.xxx Xxx., to which the Warrant relates, and appoints [Name of Attorney] to transfer such right on the books of [ISSUER], with full power of substitution in the premises. Dated: ------------- --------------------------------------------- :_____________ ---------------------------- (Signature) Signed in the presence of: ------------------------------ 47 ADDENDUM EXHIBIT A NUMBER 1 OF SHARES FOR WHICH THE WARRANT SHALL BE EXERCISABLE: All of the Warrant Shares shall be fully vested as of the date of execution of the Product Promotion Agreement between the Corporation and Sallxx Xxx. Notwithstanding the foregoing, should Sallxx Xxx xxxct to exercise its Right to Cancel in accordance with Section 1(a) hereof, all of the Warrant Shares shall immediately divest and be cancelled. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. VARSXXXXXXXX.XXX XXX. STOCK SUBSCRIPTION WARRANT This Addendum (this "Addendum") to that certain VarsxxxXxxxx.xxx Xxx. Stock Subscription Warrant (the "Warrant") dated December 22February 3, 1999, by and between America Online, Inc. ("AOL"), and VarsxxxXxxxx.xxx Xxx. (the "Corporation") is made as of December 22, 1999, by and between AOL and the Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties desire to amend certain provisions of the Warrant as follows: Exhibit A of the Warrant shall be amended and restated in its entirety to read as set forth on Exhibit A attached hereto. In witness whereof the Parties have executed this Addendum as of the date written hereinabove. AMERICA ONLINE, INC. BY: --------------------------------- TITLE: ------------------------------2000

Notice of Exchange. To: The Bank of New York, acting not in its individual capacity but as trustee (To the "Trustee") of Receipts on Corporate Securities Trust, Series NSC 1998-1 (the "Trust") created pursuant to the Series Supplement dated as of April 13, 1998 (the "Series Supplement") to the Base Trust Agreement dated as of August 28, 1997, as amended (together, the "Trust Agreement"). (Capitalized terms used and not defined herein have the meanings ascribed thereto in the Trust Agreement). By delivery of this duly completed Notice of Exchange, the undersigned registered holder of Amortizing Class Certificates and Residual Class Certificates of the Trust irrevocably exercises its option under, and subject to the terms and conditions of, Section 8 of the Series Supplement to exchange (a) Amortizing Class Certificates evidencing the percentage specified below (the "Specified Percentage") (which shall not be executed less than 10%) of the Aggregate Certificate Principal Balance of all outstanding Amortizing Class Certificates of the Trust and (b) Residual Class Certificates evidencing the Specified Percentage of the Aggregate Certificate Principal Balance of all outstanding Residual Class Certificates of the Trust for Term Assets representing the Specified Percentage of all Term Assets held in the Trust (subject to rounding down to authorized denominations as provided in Section 8 of the Series Supplement). The undersigned irrevocably undertakes to deliver to the Trustee on the Exchange Date specified below the specified amount of Amortizing Class Certificates and Residual Class Certificates held of record by the Holder undersigned in order exchange for Term Assets in the Specified Percentage (subject to exchange the Warrant.) The undersigned hereby irrevocably elects to exchange this Warrant into rounding as described above). Exchange Date: ____________ shares (must be the foregoing number constituting Scheduled Distribution Date occurring not less than 30 nor more than 45 days after the number giving of Warrant Shares this Notice). Certificates to be Tendered: ----------------------------------------------------------------- Specified Principal Percentage Amount of of entire Principal Certificate Class Certificate Amount of to be to be Class Number Certificate Exchanged* Exchanged** ----- ----------- ----------- ---------- ----------- -- Amortizing $R-- $ $ | Residual $R-- $ $ | ________% -- ----------------------------------------------------------------- ------------ * If not completed, the Holder will be deemed to have agreed to exchange the entire Certificate Principal Balance represented by its Certificates. ** Must be not less than 10% and must represent the identical percentage of the respective Aggregate Certificate Principal Balances of all outstanding Amortizing Class Certificates and Residual Class Certificates issued pursuant to Section 3 by the Trust. Registration instruction for Term Assets (Note: must be eligible participant of this Warrant) of book-entry depository system if Term Assets are held through that system): Dated: ________________ of Varsxxxxxxxx.xxx Xxx., minus any shares to be deducted from the foregoing number in accordance with the terms of this Warrant, according to the conditions thereof. The undersigned desires to consummate such exchange on ________________. Dated: ----------------------------- Name of Holder: By: -------------------------- FORM OF ASSIGNMENT [To be signed only upon transfer of Warrant] For value received, the undersigned hereby sells, assigns and transfers unto the right represented by the Warrant to purchase _______ shares of _________ of Varsxxxxxxxx.xxx Xxx., to which the Warrant relates, and appoints [Name of Attorney] to transfer such right on the books of [ISSUER], with full power of substitution in the premises. Dated: ------------- --------------------------------------------- (Signature) Signed in the presence of: ------------------------------ 47 ADDENDUM NUMBER 1 TO VARSXXXXXXXX.XXX XXX. STOCK SUBSCRIPTION WARRANT This Addendum (this "Addendum") to that certain VarsxxxXxxxx.xxx Xxx. Stock Subscription Warrant (the "Warrant") dated December 22, 1999, by and between America Online, Inc. ("AOL"), and VarsxxxXxxxx.xxx Xxx. (the "Corporation") is made as of December 22, 1999, by and between AOL and the Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties desire to amend certain provisions of the Warrant as follows: Exhibit A of the Warrant shall be amended and restated in its entirety to read as set forth on Exhibit A attached hereto. In witness whereof the Parties have executed this Addendum as of the date written hereinabove. AMERICA ONLINE, INC. BY: --------------------------------- TITLE: ------------------------------____* Signature Guaranteed; ____________________________*