Common use of CONVERSION NOTICE Clause in Contracts

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. 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) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 in principal amount or an integral multiple of U.S. $1,000 in excess thereof1,000), provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Class A common stock of Lamax Xxxertising Company, $0.001 par value per share (the "Common Stock Stock"), in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes any portion of this Note not converted are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: ------------------- ------------------------------------ ------------------------------------ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (Address) ---------------------------------- Name ---------------------------------- Address ---------------------------------- Social Security or other Other Taxpayer Identification Number, if any Number ---------------------------------- [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate:: 1. Principal amount to be converted: $ ------------

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option elects to convert this Noteprincipal under the Convertible Promissory Note due [____________________________] of Terra Tech Corp, or any portion of a Nevada corporation (the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated"Company"), into shares of common stock (the "Common Stock in accordance with the terms Stock"), of the Indenture referred Company according to in this Note, and directs that such shares, and any Notes representing any unconverted principal amount the conditions hereof, be delivered to and be registered in the name as of the undersigned unless a different name has been indicated date written below. If shares of Common Stock or Notes are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect theretothereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. Signature(sNo fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) must be guaranteed by an Eligible Guarantor Institution of the Exchange Act. The undersigned agrees to comply with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 the prospectus delivery requirements under the Securities Exchange Act applicable securities laws in connection with any transfer of 1934the aforesaid shares of Common Stock. Any amount required Conversion Information Date to Effect Conversion: ________________________________________________ Outstanding Principal: ___________________________________________________ Outstanding Interest:____________________________________________________ Principal Amount of Note to be paid by the undersigned on account Converted: ___________________________________ Interest Amount of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are Note to be registered in the name Converted:_____________________________________ Conversion Price Calculations: Total Shares of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion of the Notes is Common Stock to be converted, please indicate:Issued: __________________________________ Outstanding Principal After Conversion: _______________________________ Outstanding Interest After Conversion: ________________________________

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: ------------ ---------------------------------------------------------- Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s '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:

CONVERSION NOTICE. The undersigned Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that such shares, together with a check in payment for any fractional shares and any Notes 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 Stock or Notes Securities are to be registered in the name of a Person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. 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 NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: :____________________ ---------------------------------------- ---------------------------------------- Signature(s) If shares or Notes Securities are to be Signature(s) must be guaranteed by a registered in the name of a Person commercial bank or trust company or a other than the Holder, please print member firm of a major stock exchange such Person’s 's name and address: (Name) (Address) Social Security with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission ----------------------------------- Rule 17Ad-15 if shares of Common Stock Name are to be issued, or Securities to be delivered, other Identification Number, if any than to or in the name of the registered Holder. ----------------------------------- Address ---------------------------------------- Signature Guaranteed ----------------------------------- If only a portion of the Notes Security is Social Security or other Taxpayer to be converted, please indicate:: Identification Number, if any Principal amount to be converted: U.S.$_____________________

CONVERSION NOTICE. The undersigned Holder holder of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereofSF ) below designated, into shares of Common Stock Shares in accordance with the terms of the Indenture referred to in this NoteDebenture, delivers herewith the amount of interest payable on the next Interest Payment Date if this conversion is made between the Record Date for such Interest Payment Date and such Interest Payment Date, and directs that such shares, together with a check in payment for any fractional share and any Notes 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 shares of the Common Stock or Notes Shares are to be registered in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(s) Dated: ______________________________ (Signature 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 a bank or stockbroker who is a member of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(sa national stock exchange) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any Debentures If only a portion of the Notes are to be registered in Debentures is to be converted, the name of a Person please indicate:: other than the Debentureholder, please 1. Principal Amount to print such Person's be converted: name and address, and SF taxpayer identification number, if applicable: 2. Amount and denomination of Registered Debentures representing unconverted principal amount to be _______________________ issued: _______________________ Amount: SF

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 in principal amount or an integral multiple of U.S. $1,000 in excess thereof1,000), provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of common stock of Providian Financial Corporation, $0.01 par value per share (the "Common Stock Stock"), in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted portion of the principal amount hereof, be issued and delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes any portion of this Note not converted are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: Dated _________________ ______________________________________________ ______________________________________________ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (Address) ____________________________________ Name ____________________________________ Address ____________________________________ Social Security or other Other Taxpayer Identification Number, if any Number ____________________________________ [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder owner of this Note Series A Convertible Debenture hereby irrevocably exercises the option to convert this NoteSeries A Convertible Debenture, or any the portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of THE AES CORPORATION, in accordance with the terms of the Indenture referred to in this NoteSeries A Convertible Debenture, and directs that such the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, and any Notes representing any unconverted principal amount hereof, be delivered to and be registered issued in the name of and delivered to the undersigned undersigned, unless a different name has been indicated in the assignment below. If shares of Common Stock or Notes are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sDate: __________, ____ in whole Portions of Series A Convertible Debenture to be converted ($1,000 or integral multiples thereof): $ ------------------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Signature Guarantee:*____________________________ ---------- * Signature must be guaranteed by an Eligible "eligible Guarantor Institution with institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership of participation in an approved the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program pursuant to Rule 17Ad-15 under program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with 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) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion of the Notes is to be converted, please indicate:as amended.

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount Original Principal Amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount Original Principal Amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share, any other amounts payable to the Holder in connection with such conversion and any Notes representing any unconverted principal amount Original 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 Notes Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: :______________________ _______________________________________ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) __________________________________________________ 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:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 in principal amount or an integral multiple of U.S. $1,000 in excess thereof1,000), provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Class A common stock of Xxxxx Advertising Company, $0.001 par value per share (the "Common Stock Stock"), in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes any portion of this Note not converted are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: :_________________ ________________________________ ________________________________ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (Address) ________________________________ Name ________________________________ Address ________________________________ Social Security or other Other Taxpayer Identification Number, if any Number ________________________________ [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. TO: Continental Airlines, Inc. Dept. HQSFN 0000 Xxxxx Xxxxxx Houston, Texas 77002 -------------------------------------------------------------------------------- The undersigned Holder registered owner of this Note hereby irrevocably exercises the option to convert this Note, or any the portion of the principal amount hereof (which is U.S. $100,000 1,000 principal amount or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with any check in payment for fractional shares and any 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 shares or any portion of Common Stock or Notes this Note not converted are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. 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(sYour Name: --------------------------- ---------------------------------- (Print your name exactly as it appears on the face of this Note) Signature(sYour Signature: ----------------------------- (Sign exactly as your name appears on the face of this Note) guaranteed bySignature Guarantee(3): ---------------------- Social Security or other Taxpayer Identification Number: Dated: Signature(s) If shares or Notes are ----------------------- Principal amount to be registered converted (if less than all): $ ----------------- --------------------- (3) Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Fill in for registration of shares (if to be issued) and Notes (if to be delivered) other than to and in the name of a Person other than the registered Holder, please print such Person’s name and address: ----------------------------------- (Name) ----------------------------------- (Street Address) Social Security or other ----------------------------------- (City, State and Zip Code) ----------------------------------- (Taxpayer Identification Number, if any If only a portion of the Notes is to be converted, please indicate:)

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 in principal amount or an integral multiple of U.S. $1,000 in excess thereof1,000), provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Class A common stock of Lamax Xxxertising Company, $0.001 par value per share (the "Common Stock Stock"), in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes any portion of this Note not converted are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: Dated --------------- -------------------------------- -------------------------------- Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (Address) ---------------------------------- Name ---------------------------------- Address ---------------------------------- Social Security or other Other Taxpayer Identification Number, if any Number ---------------------------------- [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. To: IOMEGA CORPORATION The undersigned Holder registered owner of this Note hereby irrevocably exercises the option to convert this Note, or any the portion of the principal amount hereof (which is U.S. $100,000 1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of Iomega Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with any check in payment for fractional shares and any 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 shares or any portion of Common Stock or Notes this Note not converted are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will check the appropriate box below and pay all transfer taxes payable with respect thereto. 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 to the undersigned on account of interest accompanies this Note. Dated: ________________________ _______________________________________ _______________________________________ Signature(s) Signature(s) must be guaranteed by: Dated: Signature(sby an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) If with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares or Notes of Common Stock are to be registered issued, or Notes to be delivered, other than to and in the name of a Person the registered holder. 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 Holder, please print such Person’s name and addressof the registered holder: _______________________________ (Name) _______________________________ (AddressXxxxxx Xxxxxxx) _______________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $_____________ __________________________________ Social Security or other Other Taxpayer Identification Number, if any If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert delivers this Note, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, Note for conversion into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all applicable transfer 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. 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. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) ______________________________________________ Signature Guaranteed If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (: ________________________________________ Address) : ________________________________________ ________________________________________ ________________________________________ Social Security or other Identification Number, if any:________________ *NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Note in every particular, without alteration or any If only a portion of the Notes is to be converted, please indicate:change whatsoever.

CONVERSION NOTICE. The undersigned Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that such shares, together with a check in payment for any fractional share and any Notes 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 Stock or Notes Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: :____________ ______________________________________________________ Signature(s) If shares or Notes Securities are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: ___________________________________ (Name) ___________________________________ ___________________________________ (Address) ___________________________________ Social Security or other Identification Number, if any ___________________________________ [Signature Guaranteed] If only a portion of the Notes Securities is to be converted, please indicate:

CONVERSION NOTICE. If (i) Registered Security or (ii) Bearer Security of denomination U.S. $10,000: The undersigned Holder holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of ThermoLase Corporation (the "Company") in accordance with the terms of the Indenture referred to in this NoteSecurity, and (ii) directs that such shares, together with a check in payment for any fractional share and any Notes Securities representing any unconverted principal amount hereof, be delivered to and be registered (if a Registered Security) in the name of the undersigned unless a different name has been indicated below. If shares or Securities are to be registered in the name of Common Stock a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Signature [MUST BE GUARANTEED IF STOCK IS TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY] Dated: _________________ If shares or Notes Securities are to be registered in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. 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) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holderholder, please print such Person’s person's name and address: (Name) (Address) Social Security or other Identification Numberaddress and, if any this is a Restricted Security, complete Transfer Notice: ___________________________ ___________________________ ___________________________ HOLDER Please print name and address of holder: ___________________________ ___________________________ ___________________________ If only a portion of the Notes Securities is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder To convert this Note into Common Stock of the Company, check the box: ¨ To convert only part of this Note hereby irrevocably exercises into Common Stock of the option to convert this NoteCompany, or any portion of state the principal amount hereof to be converted (which is U.S. must be $100,000 or an integral multiple of U.S. $1,000 100,000): $ , and check the box: ¨ If you want the stock certificate made out in excess thereofanother person’s name, provided that fill in the unconverted portion form below: (Insert assignee’s social security or tax I.D. number) (Print or type assignee’s name, address and zip code) Date: Your Signature: (Sign exactly as your name appears on the other side of such this Note) * Signature guaranteed by: By: * Signature(s) must have a Medallion signature guarantee. REPURCHASE EXERCISE NOTICE UPON A FUNDAMENTAL CHANGE To: MoSys, Inc. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from MoSys, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is U.S. $2,000 100,000 or any an integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture Purchase Agreement referred to in this NoteNote at the Fundamental Change Repurchase Price, and directs that such sharestogether with accrued interest to, and any 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 Stock or Notes are to be registered in the name of a Person other than the undersignedbut excluding, the undersigned shall pay all transfer taxes payable with respect thereto. Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant Repurchase Date, 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 Noteregistered Holder hereof. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are must have a Medallion signature guarantee. Principal amount to be registered redeemed (in an integral multiple of $100,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the name of a Person other than as written upon the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion face of the Notes is to be convertedNote in every particular, please indicate:without alteration or any change whatsoever.

CONVERSION NOTICE. To: Xxxxxxxx Petroleum Corporation The undersigned Holder owner of this Note hereby Security hereby: (i) irrevocably exercises the option to convert this NoteSecurity, or any the portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into for shares of Common Stock of Xxxxxxxx Petroleum Corporation in accordance with the terms of the Indenture referred to in this Note, Security and (ii) directs that such sharesshares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Notes Security(ies) 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 shares of Common Stock or Notes are to be delivered registered in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. 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 NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If ______________________ ------------------------------- Signature Fill in for registration of shares or Notes are if to be registered delivered, and of Securities if to be issued, otherwise than to and in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) registered holder. ----------------------------- Social Security or other Taxpayer Identification Number, if any If only a portion of the Notes is Number ------------------------------------ (Name) ------------------------------------ (Please print name and address) Principal amount to be converted, please indicate:: (if less than all) $-------------------------------------- Signature Guarantee* --------------------------------------- *Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee). ARTICLE THREE

CONVERSION NOTICE. To: CORESTAFF, INC. The undersigned Holder registered owner of this Note hereby irrevocably exercises the option to convert this Note, or any the portion of the principal amount hereof (which is U.S. $100,000 1,000 principal amount at maturity or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of CORESTAFF, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with any check in payment for fractional shares and any 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 shares or any portion of Common Stock or Notes this Note not converted are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will check the appropriate box below and pay all transfer taxes payable with respect thereto. 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 to the undersigned on account of interest accompanies this Note. Dated: * Sign exactly as name appears on the other side of the Note: ---------------------------------------- Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If ---------------------------------------- Signature Guarantee Fill in for registration of shares or Notes are of Common Stock if to be registered issued, and Notes if to be delivered, other than to and in the name of a Person other than the Holder, please print such Person’s name and addressregistered holder: --------------------------------- (Name) --------------------------------- (Street Address) --------------------------------- (City, State and Zip Code) Please print name and address Principal amount at maturity to be converted (if less than all): $___________ ---------------------------------- Social Security or other Other Taxpayer Identification Number, if any If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the aggregate principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such aggregate principal amount is U.S. $2,000 U.S.$1,000 or any integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that such shares, together with a check in payment for any fractional share and any Notes Securities representing any unconverted aggregate 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 Stock or Notes Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: _______________________________ _______________________________ Signature(s) If shares or Notes Securities are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: _______________________________ (Name) _______________________________ _______________________________ (Address) _______________________________ Social Security or other Identification Number, if any _______________________________ [Signature Guaranteed] If only a portion of the Notes Securities is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided PROVIDED that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: :______________________________ -------------------------------- -------------------------------- Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (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:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided PROVIDED that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: :______________________________ -------------------------------- -------------------------------- Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (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:

CONVERSION NOTICE. The undersigned Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereofU.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture 31 39 referred to in this NoteSecurity, and directs that such shares, together with a check in payment for any fractional shares and any Notes Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes Securities are to be registered in the name of a Person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: Dated:--------------------- --------------------------- --------------------------- Signature(s) If shares or Notes Securities are to be If only a portion of the Security is registered in the name of a Person to be converted, please indicate: other than the Holder, please print such Person’s 's name and address: (Name) (Address) Principal amount to be converted: U.S.$ ----------------------------- ---------------------------- Name ----------------------------- Address ----------------------------- Social Security or other Taxpayer Identification Number, if any If only Signature(s) must be guaranteed by a portion 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 Notes is Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be convertedissued, please indicate:or

CONVERSION NOTICE. The undersigned Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that such shares, together with a check in payment for any fractional share and any Notes 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 Stock or Notes Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 NoteSecurity. Dated: Signature(s) Signature(s) guaranteed by: Dated: ------------- --------------------------- Signature(s) If shares or Notes Securities are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: -------------------------- (Name) -------------------------- -------------------------- (Address) -------------------------- Social Security or other Identification Number, if any -------------------------- [Signature Guaranteed] If only a portion of the Notes Securities is to be converted, please indicate:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount Principal Amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount Principal Amount is U.S. $2,000 U.S.$1,000 or any integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share, any other amounts payable to the Holder in connection with such conversion and any Notes representing any unconverted principal amount 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 Notes Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) 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:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 1,000 in principal amount or an integral multiple of U.S. $1,000 in excess thereof1,000), provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Class A common stock of Xxxxx Advertising Company, $0.001 par value per share (the "Common Stock Stock"), in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes any portion of this Note not converted are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: ___________________________ _________________________________ _________________________________ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s 's name and address: (Name) (Address) _________________________________ Name _________________________________ Address _________________________________ Social Security or other Other Taxpayer Identification Number, if any Number _________________________________ [Signature Guaranteed] If only a portion of the Notes is to be converted, please indicate:

CONVERSION NOTICE. TO: KERR-XxXXX XXXPORATION Kerr-XxXxx Xxxter Oklaxxxx Xxxx, Xxxxxxxx 00000 The undersigned Holder registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or any the portion of the principal amount hereof (which is U.S. $100,000 1,000 principal amount or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that the shares issuable and deliverable upon such sharesconversion, together with any check in payment for fractional shares and any Notes 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 shares or any portion of Common Stock or Notes this Debenture not converted are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. 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 to the undersigned on account of interest accompanies this NoteDebenture. Dated: Signature(sYour Name: --------------------- --------------------------------- (Print your name exactly as it appears on the face of this Debenture) Signature(sYour Signature: ----------------------------- (Sign exactly as your name appears on the face of this Debenture) guaranteed bySignature Guarantee*: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) ----------------------- Social Security or other Taxpayer Identification Number, if any If only a portion of the Notes is : ---------------------- Principal amount to be converted, please indicate:converted (if less than all): $ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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) Signature(s) guaranteed by: Dated: _________________________________________________________________________ Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s '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:

CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 U.S.$1,000 or an integral multiple of U.S. $1,000 U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share and any 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 Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. Signature(sthereto 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 Notes Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: ---------------- ----------------------------------------------------- Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s '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:

CONVERSION NOTICE. TO: GETTY IMAGES, INC. THE BANK OF NEW YORK The undersigned Holder registered owner of this Note hereby irrevocably exercises the option to convert this Note, or any the portion of the principal amount hereof thereof (which is U.S. $100,000 1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of Getty Images, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such sharesconversion, together with any check in payment for fractional shares and any 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 shares or any portion of Common Stock or Notes this Note not converted are to be registered issued in the name of a Person person other than the undersigned, the undersigned shall will provide the appropriate information below and pay all transfer taxes payable with respect thereto. 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) Signature(s) must be guaranteed by: Dated: Signature(s) If shares by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or Notes are to be registered participation in the name 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 a Person other than the Holder1934, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion of the Notes is to be converted, please indicate:as amended. ------------------------------- Signature Guarantee