Common use of CONVERSION FORM Clause in Contracts

CONVERSION FORM. TO: CIRCLE STAR ENERGY CORP. (the “Company”) The undersigned hereby exercises the right to convert US$____________ of the principal amount of the Amended and Restated 12% Convertible Note, due December 31, 2014 (the “Note”), registered in the name of the undersigned represented by the within certificate, into shares of common stock in the capital of the Company (“Common Stock”) at the conversion price of US$0.75 per share. The undersigned holder understands that unless the Common Stock issuable upon the conversion of the Note are registered under the 1933 Act and the securities laws of all applicable states of the United States and the undersigned has provided a written opinion of counsel satisfactory to the Company to such effect, the certificate representing the Common Stock issued upon Conversion of this Note will bear the following restrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS”. If the full principal amount of the Note represented by the Note certificate is not being converted, a new Note certificate will be issued and delivered with the Common Share certificates. Please issue a certificate for the Common Stock being purchased as follows in the name of the undersigned. DATED at ______________________________ this ___ day of _________________, 20__. Signature Witnessed (see instructions to Holder) Signature of Holder (to be the same as appears on the face of the Note Certificate) or authorized signing officer if a corporation Name of Holder Address (please print) Amended and Restated 12% Convertible Note due December 31, 2014 - Page 9 of 10

CONVERSION FORM. TO: CIRCLE STAR ENERGY CORPSKY PETROLEUM, INC. (the “Company”) The undersigned hereby exercises the right to convert US$____________ of the principal amount of the Amended and Restated 128% Convertible Note, due December 31May 8, 2014 2015 (the “Note”), registered in the name of the undersigned represented by the within certificate, into shares of common stock in the capital of the Company (“Common Stock”) at the conversion price of US$0.75 0.25 per share. The undersigned holder understands that unless the Common Stock issuable upon the conversion of the Note are registered under the 1933 United States Securities Act of 1933, as amended, and the securities laws of all applicable states of the United States and the undersigned has provided a written opinion of counsel satisfactory to the Company to such effect, the certificate representing the Common Stock issued upon Conversion of this Note will bear the following restrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANYCORPORATION, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANYCORPORATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS”. If the full principal amount of the Note represented by the Note certificate is not being converted, a new Note certificate will be issued and delivered with the Common Share certificates. Please issue a certificate for the Common Stock being purchased as follows in the name of the undersigned. DATED at ______________________________ this _________ day of _________________, 20______. Signature Witnessed (see instructions to Holder) Signature of Holder (to be the same as appears on the face of the Note Certificate) or authorized signing officer if a corporation Name of Holder Note Holder: Address (please print) Amended and Restated 12% Convertible Note due December 31, 2014 - Page 9 of 10):

CONVERSION FORM. TO: CIRCLE STAR ENERGY CORP. (the “Company”) The undersigned owner of a Convertible Term Loan Note and Convertible PIK Note, as the case may be, (collectively, the "Notes") issued by SR Telecom Inc. ("Borrower") hereby irrevocably exercises the right its option to convert US$the Notes and accrued and unpaid interest thereon into fully paid and non-assessable Common Shares in accordance with the terms of the Amended and Restated Credit Agreement dated as of June 27, 2007 between Borrower, BNY Trust Company of Canada, as Administrative Agent and Collateral Agent, and the lenders party thereto, as amended, restated, modified or supplemented from time to time and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned registered holder of the Notes, unless a different name has been indicated in the assignment below. If shares 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 such transfer accompanies this Conversion Notice. Dated:_______________________ Amount of the principal amount of the Amended Notes and Restated 12% Convertible Note, due December 31, 2014 (the “Note”), registered in the name of the undersigned represented by the within certificate, into shares of common stock in the capital of the Company (“Common Stock”) at the conversion price of US$0.75 per share. The undersigned holder understands that unless the Common Stock issuable upon the conversion of the Note are registered under the 1933 Act accrued and the securities laws of all applicable states of the United States and the undersigned has provided a written opinion of counsel satisfactory unpaid interest thereon to the Company to such effect, the certificate representing the Common Stock issued upon Conversion of this Note will bear the following restrictive legendbe converted: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS”. If the full principal amount of the Note represented by the Note certificate is not being converted, a new Note certificate will be issued and delivered with the Common Share certificates. Please issue a certificate for the Common Stock being purchased as follows in the name of the undersigned. DATED at _____Cdn$_________________________ this ___ day of _________________, 20__. Signature Witnessed (see instructions to Holderfor conversion only) Signature of Holder (If the Common Shares are to be issued and registered otherwise than to the same undersigned, please print or typewrite name and address, including postal code/zip code, and social security, social insurance or other taxpayer identification number. FORM OF PIK NOTE US$[·] FOR VALUE RECEIVED, the undersigned, SR Telecom Inc., a Canadian corporation ("Borrower"), HEREBY PROMISES TO PAY to [NAME OF ADMINISTRATIVE AGENT] ("Administrative Agent") at the offices of Administrative Agent, at its address at [·], or at such other place as appears Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of [·] (US$·) or if less, the aggregate unpaid amount of the PIK Loans made to the undersigned on the face of date hereof and evidenced hereby or in the Note Certificate) or authorized signing officer if a corporation Name of Holder Address (please print) Loan Accounts. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Amended and Restated 12% Convertible Credit Agreement (as hereinafter defined) or in Annex A thereto. This PIK Note is issued pursuant to that certain Amended and Restated Credit Agreement dated as of June ·, 2007 between Borrower, Agent and Lenders (including all annexes, exhibits and schedules thereto and as the same may from time to time be amended, restated, modified or supplemented, the "Amended and Restated Credit Agreement"), and is entitled to the benefit and security of the Amended and Restated Credit Agreement, the Collateral Documents and all of the other Loan Documents referred to therein. Reference is made to the Amended and Restated Credit Agreement for a statement of all of the terms and conditions under which the PIK Loans evidenced hereby or in the Loan Accounts is made and is to be repaid. The principal balance of the PIK Loan evidenced hereby, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof, shall be recorded by Administrative Agent in the Loan Accounts maintained in respect of each PIK Loan; provided that the failure of Administrative Agent to make any such recordation shall not affect the obligations of Borrower to make a payment when due December 31of any amount owing under the Amended and Restated Credit Agreement or this PIK Note. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Amended and Restated Credit Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, 2014 - Page 9 and pursuant to such calculations, as are specified in the Amended and Restated Credit Agreement. The terms of 10the Amended and Restated Credit Agreement are hereby incorporated herein by reference. If any payment on this PIK Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Upon and after the occurrence of any Event of Default, this PIK Note may, as provided in the Amended and Restated Credit Agreement, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. Time is of the essence of this PIK Note. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. Except as provided in the Amended and Restated Credit Agreement, this PIK Note may not be assigned by Lender to any Person. By: Name: Title: By: Name: Title: This Assignment Agreement (this "Agreement") is made as of [·] by and between [·] ("Assignor Lender") and [·] ("Assignee Lender") and acknowledged and consented to by [·], as administrative agent ("Administrative Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Amended and Restated Credit Agreement as hereinafter defined.