Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted 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 interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Trinity Industries, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Trinity Industries, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes Securities if to be issued other than to and in the name of registered holder: (Name) Principal amount to be converted (if less than all): $___,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Trinity Industries, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of the owner registered holder: (Please Print): Signature Name) Principal amount to be converted purchased (if less than all): (Name) $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF PURCHASE NOTICE To: Trinity Industries, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the holder’s option to require the Company to repurchase this Security and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other Taxpayer Identification Number (Citythan the undersigned, State and Zip Codethe undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Signature Guarantee: Signatures must The signature(s) should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission S.E.C. Rule 17Ad-15 17Ad-15. Signature Guarantee Fill in if shares are a check is to be issued, or Convertible Notes Securities are to be deliveredissued, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) or Principal amount to be purchased (we) assign and transfer this Convertible Note to if less than all): $ ,000 (Insert assignee’s social security or tax I.D. no.Street Address) (Print or type assignee’s name, address City state and zip code) Social Security or Other Taxpayer Number Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:address

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To X. XXXXX FINANCIAL, INC.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 or an 2,000 and any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted ($2,000 and any integral multiple of $1,000 in excess thereof, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street AddressU.S. $____ Dated: _________ Signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) Social Security or Other Taxpayer Identification Number (weAddress) assign Please print Name and transfer this Convertible Note to Address (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and including zip code) and irrevocably appoint agent [The above conversion notice is to transfer this Convertible Note on the books be modified, as appropriate, for conversion into other securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION (To be executed by the registered Holder in order to convert Note) The undersigned owner hereby elects to convert the specified principal amount of Senior Secured Convertible Notes (the “Notes”) into shares of common stock, no par value (the “Common Stock”), of Internet Commerce Corporation, a Delaware corporation, according to the conditions hereof, as of the Convertible Note hereby irrevocably exercises the option date written below. Date to convert this Convertible Note, or portion hereof Effect Conversion Principal amount of Notes owned prior to conversion Principal amount of Notes to be converted (which is $100 or an integral multiple thereofincluding accrued but unpaid interest thereon) below designated, into Number of shares of Common Stock to be Issued Applicable Conversion Price Principal amount of LTX-Credence Corporation in accordance with the terms Notes owned subsequent to Conversion Name of Holder By Name: Title: Schedule 2 CONVERSION SCHEDULE This Conversion Schedule reflects conversions of the Indenture referred Senior Secured Convertible Notes issued by Internet Commerce Corporation Date of Conversion Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion EXHIBIT D SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of [ ] [ ], 2007 (the “Agreement”) is by and among Internet Commerce Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and [York Capital Managment], as agent for the Purchasers (in this Convertible Note, and directs that the shares issuable and deliverable upon the conversionsuch capacity, together with any check its successors in payment for fractional shares such capacity, the “Agent”). The Company and Convertible Notes representing any unconverted principal amount hereofeach of the Purchasers are parties to a Securities Purchase Agreement dated as of the date hereof (as modified and supplemented and in effect from time to time, be issued and delivered the “Purchase Agreement”), that provides, subject to the owner hereof unless a different name has been indicated below. If shares or any portion terms and conditions thereof, for the issuance and sale by the Company to each of this Convertible Note the Purchasers, severally and not converted are to be issued jointly, Notes, Additional Investment Rights, and Warrants as more fully described in the name Purchase Agreement. To induce each of a person the Purchasers to enter into the Purchase Agreement, and for other than the undersignedgood and valuable consideration, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required receipt and sufficiency of which are hereby acknowledged, the Company has agreed to be paid by the undersigned on account of pledge and grant a security interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of Collateral (as hereinafter defined) as security for the owner Secured Obligations (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (Cityas hereinafter defined). Accordingly, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly parties hereto agree as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guaranteefollows:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Bausch & Lomb Incorporated The undersigned owner registered Holder of the Convertible Note this security hereby irrevocably exercises the option to convert this Convertible Notesecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of Common Stock of LTX-Credence Corporation Bausch & Lomb Incorporated in accordance with the terms of the Indenture referred to in this Convertible Notesecurity, and directs that the Principal Return, shares of Common Stock, if any, issuable and deliverable upon the such conversion, together with any check for cash deliverable upon such conversion in payment for lieu of fractional shares shares, and Convertible Notes any securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If the Principal Return, any shares of Common Stock, or any portion of this Convertible Note security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible Notesecurity. Dated: Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or securities to be delivered, other than to or in the name of the registered Holder. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes securities if to be issued, issued other than to and in the name of the owner registered Holder: (Please Print): Signature Name) Certificate No(s) of securities (not required for Global Securities) (Street Address) Principal amount to be converted (if less than all): (Name) $ ,000 (Street AddressCity state and zip code) Please print name and address Social Security or Other Taxpayer I.D. Number FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Bausch & Lomb Incorporated The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the check in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any portion of this security not repurchased is to be issued in the name of a Person other Taxpayer Identification Number (Citythan the undersigned, State and Zip Codethe undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Signature Guarantee: Signatures Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 a commercial bank or trust company or a member firm of a major stock exchange if shares are to be issued, or Convertible Notes securities are to be delivered, other than to and or in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible NoteSignature Guarantee Fill in for registration of shares if to be delivered, fill and securities if to be issued other than to and in the form belowname of registered Holder: (IName) or Certificate No(s) of securities (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.not required for Global Securities) (Print or type assignee’s name, address Street Address) Principal amount to be converted (if less than all): $ ,000 (City state and zip code) Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:address Social Security or Other Taxpayer I.D. Number

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION (To be executed by the registered Holder in order to convert Note) The undersigned owner hereby elects to convert the specified principal amount of Senior Secured Convertible Notes (the “Notes”) into shares of common stock, no par value (the “Common Stock”), of Internet Commerce Corporation, a Delaware corporation, according to the conditions hereof, as of the Convertible Note hereby irrevocably exercises the option date written below. Date to convert this Convertible Note, or portion hereof Effect Conversion Principal amount of Notes owned prior to conversion Principal amount of Notes to be converted (which is $100 or an integral multiple thereofincluding accrued but unpaid interest thereon) below designated, into Number of shares of Common Stock to be Issued Applicable Conversion Price Principal amount of LTX-Credence Notes owned subsequent to Conversion Name of Holder By Name: Title: Schedule 2 CONVERSION SCHEDULE This Conversion Schedule reflects conversions of the Senior Secured Convertible Notes issued by Internet Commerce Corporation Date of Conversion Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion EXHIBIT C-1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. No. [ ] $[ ] Date: [ ] [ ], 2007 INTERNET COMMERCE CORPORATION SERIES B SENIOR SECURED CONVERTIBLE NOTE DUE [ ] [ ], 2011 THIS NOTE is one of a series of duly authorized and issued senior secured promissory notes of Internet Commerce Corporation, a Delaware corporation (the “Company”), designated as its Series B Senior Secured Convertible Notes due [ ] [ ](1), 2011, in the aggregate principal amount of $[ ] (collectively, the “Notes”), issued pursuant to that certain Securities Purchase Agreement dated May 3, 2007, by and among the Company and the Purchasers named therein (the “Purchase Agreement”). FOR VALUE RECEIVED, the Company promises to pay to the order of [Holder] or its registered assigns (the “Holder”), the principal sum of [ ] Dollars $( ), on [ ] [ ], 2011 (the “Maturity Date”), or such earlier date as the Notes are required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the then outstanding principal amount of this Note in accordance with the terms provisions hereof. In addition, the Company shall pay to the order of the Indenture referred Holder interest on any principal or interest payable hereunder that is not paid in full when due, whether at the time of any stated interest payment date or maturity or by prepayment, acceleration or declaration or otherwise, for the period from and including the due date of such payment to but excluding the date the same is paid in this Convertible Notefull, and directs that the shares issuable and deliverable upon the conversion, together with any check at a rate of 18% per annum (but in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued no event 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 interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name excess of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. nomaximum rate permitted under applicable law).) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Maverick Tube Corporation The undersigned owner registered holder of the Convertible this Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of Common Stock of LTX-Credence Maverick Tube Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares shares, if any, issuable and deliverable upon the such conversion, together with any check in payment for fractional shares cash deliverable upon such conversion, and Convertible any Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof registered holder unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the option to convert this Note. [ ] If applicable, check box if the undersigned on account elects to convert in accordance with the Public Acquirer Change of interest and taxes accompanies Control provisions of the Indenture governing this Convertible Note. Dated: Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, issued other than to and in the name of the owner (Please Print): Signature registered holder: Principal amount Amount to be converted purchased (if less (Name) than all): (NameStreet Address) $ $___________,000 (Street AddressCity, state and zip code) Social Security or Other Taxpayer Please print name and address Number Annex D ASSIGNMENT FORM For value received ___________________________ hereby sell(s), assign(s) and transfer(s) unto _____________________ (Please insert social security or other Taxpayer Identification Number (Cityof assignee) the within Note, State and Zip Codehereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature Guarantee: Signatures Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Convertible Notes are to be delivered, other than to and or in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form belowSignature Guarantee NOTICE: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books The above signatures of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly holder(s) must correspond with the name as your name appears on written upon the other side face of the Note in every particular without alteration or enlargement or any change whatever. Exhibit B PROJECTED PAYMENT SCHEDULE Maverick Tube Corporation $120,000,000 Convertible Note) DateSenior Subordinated Notes due 2033 Comparable Yield: Medallion Signature Guarantee:8.48% SEMIANNUAL NONCONTINGENT CONTINGENT TOTAL ADJUSTED PERIOD ENDING PAYMENTS PAYMENTS PAYMENTS ISSUE PRICE OID 12/15/2003 $20.67 $ 0.00 $ 20.67 $1,000.00 $ 43.84 6/15/2004 $20.00 $ 0.00 $ 20.00 $1,023.18 $ 43.38 12/15/2004 $20.00 $ 0.00 $ 20.00 $1,046.56 $ 44.37 6/15/2005 $20.00 $ 0.00 $ 20.00 $1,070.93 $ 45.41 12/15/2005 $20.00 $ 0.00 $ 20.00 $1,096.34 $ 46.48 6/15/2006 $20.00 $ 0.00 $ 20.00 $1,122.83 $ 47.61 12/15/2006 $20.00 $ 0.00 $ 20.00 $1,150.43 $ 48.78 6/15/2007 $20.00 $ 0.00 $ 20.00 $1,179.21 $ 50.00 12/15/2007 $20.00 $ 0.00 $ 20.00 $1,209.21 $ 51.27 6/15/2008 $20.00 $ 0.00 $ 20.00 $1,240.48 $ 52.60 12/15/2008 $20.00 $ 0.00 $ 20.00 $1,273.08 $ 53.98 6/15/2009 $20.00 $ 0.00 $ 20.00 $1,307.06 $ 55.42 12/15/2009 $20.00 $ 0.00 $ 20.00 $1,342.48 $ 56.92 6/15/2010 $20.00 $ 0.00 $ 20.00 $1,379.40 $ 58.49 12/15/2010 $20.00 $ 0.00 $ 20.00 $1,417.88 $ 60.12 6/15/2011 $20.00 $ 0.00 $ 20.00 $1,458.00 $ 61.82 12/15/2011 $20.00 $ 0.00 $ 20.00 $1,499.82 $ 63.59 6/15/2012 $20.00 $ 0.00 $ 20.00 $1,543.41 $ 65.44 12/15/2012 $20.00 $ 3.25 $ 23.25 $1,588.85 $ 67.37 6/15/2013 $20.00 $ 3.37 $ 23.37 $1,632.97 $ 69.24 12/15/2013 $20.00 $ 3.50 $ 23.50 $1,678.84 $ 71.18 6/15/2014 $20.00 $ 3.63 $ 23.63 $1,726.52 $ 73.20 12/15/2014 $20.00 $ 3.77 $ 23.77 $1,776.09 $ 75.31 6/15/2015 $20.00 $ 3.91 $ 23.91 $1,827.63 $ 77.49 12/15/2015 $20.00 $ 4.06 $ 24.06 $1,881.20 $ 79.76 6/15/2016 $20.00 $ 4.21 $ 24.21 $1,936.91 $ 82.12 12/15/2016 $20.00 $ 4.37 $ 24.37 $1,994.82 $ 84.58 6/15/2017 $20.00 $ 4.54 $ 24.54 $2,055.02 $ 87.13 12/15/2017 $20.00 $ 4.71 $ 24.71 $2,117.62 $ 89.79 6/15/2018 $20.00 $ 4.89 $ 24.89 $2,182.69 $ 92.55 12/15/2018 $20.00 $ 5.07 $ 25.07 $2,250.35 $ 95.41 6/15/2019 $20.00 $ 5.27 $ 25.27 $2,320.69 $ 98.40 12/15/2019 $20.00 $ 5.46 $ 25.46 $2,393.83 $ 101.50 6/15/2020 $20.00 $ 5.67 $ 25.67 $2,469.86 $ 104.72 12/15/2020 $20.00 $ 5.89 $ 25.89 $2,548.91 $ 108.07 6/15/2021 $20.00 $ 6.11 $ 26.11 $2,631.10 $ 111.56 12/15/2021 $20.00 $ 6.34 $ 26.34 $2,716.55 $ 115.18 6/15/2022 $20.00 $ 6.58 $ 26.58 $2,805.39 $ 118.95 12/15/2022 $20.00 $ 6.83 $ 26.83 $2,897.77 $ 122.87 6/15/2023 $20.00 $ 7.08 $ 27.08 $2,993.80 $ 126.94 12/15/2023 $20.00 $ 7.35 $ 27.35 $3,093.66 $ 131.17 6/15/2024 $20.00 $ 7.63 $ 27.63 $3,197.47 $ 135.57 12/15/2024 $20.00 $ 7.92 $ 27.92 $3,305.42 $ 140.15 6/15/2025 $20.00 $ 8.22 $ 28.22 $3,417.65 $ 144.91 12/15/2025 $20.00 $ 8.53 $ 28.53 $3,534.34 $ 149.86 B-1 SEMIANNUAL NONCONTINGENT CONTINGENT TOTAL ADJUSTED PERIOD ENDING PAYMENTS PAYMENTS PAYMENTS ISSUE PRICE OID 6/15/2026 $20.00 $ 8.85 $ 28.85 $3,655.66 $ 155.00 12/15/2026 $20.00 $ 9.19 $ 29.19 $3,781.81 $ 160.35 6/15/2027 $20.00 $ 9.53 $ 29.53 $3,912.98 $ 165.91 12/15/2027 $20.00 $ 9.89 $ 29.89 $4,049.35 $ 171.69 6/15/2028 $20.00 $ 10.27 $ 30.27 $4,191.15 $ 177.70 12/15/2028 $20.00 $ 10.66 $ 30.66 $4,338.59 $ 183.96 6/15/2029 $20.00 $ 11.06 $ 31.06 $4,491.89 $ 190.46 12/15/2029 $20.00 $ 11.48 $ 31.48 $4,651.29 $ 197.21 6/15/2030 $20.00 $ 11.91 $ 31.91 $4,817.02 $ 204.24 12/15/2030 $20.00 $ 12.36 $ 32.36 $4,989.36 $ 211.55 6/15/2031 $20.00 $ 12.83 $ 32.83 $5,168.54 $ 219.15 12/15/2031 $20.00 $ 13.31 $ 33.31 $5,354.86 $ 227.05 6/15/2032 $20.00 $ 13.82 $ 33.82 $5,548.59 $ 235.26 12/15/2032 $20.00 $ 14.34 $ 34.34 $5,750.04 $ 243.80 6/15/2033 $20.00 $6,192.18 $6,212.18 $5,959.50 $ 252.68 THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF A U.S. HOLDER'S INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE NOTES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND DO NOT CONSTITUTE A PROJECTION OR REPRESENTATION REGARDING THE ACTUAL AMOUNTS PAYABLE ON THE NOTES. CONSISTENT WITH SECTION 2.12 OF THE INDENTURE, THE COMPARABLE YIELD AND SCHEDULE OF PROJECTED PAYMENTS GOVERNING THE NOTES IS IDENTICAL TO THE COMPARABLE YIELD AND SCHEDULE OF PROJECTED PAYMENTS THAT GOVERNED THE PRIOR NOTES.

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION (To be executed by the registered Holder in order to convert Note) The undersigned owner hereby elects to convert the specified principal amount of Senior Secured Convertible Notes (the “Notes”) into shares of common stock, no par value (the “Common Stock”), of Internet Commerce Corporation, a Delaware corporation, according to the conditions hereof, as of the Convertible Note hereby irrevocably exercises the option date written below. Date to convert this Convertible Note, or portion hereof Effect Conversion Principal amount of Notes owned prior to conversion Principal amount of Notes to be converted (which is $100 or an integral multiple thereofincluding accrued but unpaid interest thereon) below designated, into Number of shares of Common Stock to be Issued Applicable Conversion Price Principal amount of LTX-Credence Notes owned subsequent to Conversion Name of Holder By Name: Title: Schedule 2 CONVERSION SCHEDULE This Conversion Schedule reflects conversions of the Senior Secured Convertible Notes issued by Internet Commerce Corporation Date of Conversion Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion EXHIBIT C-2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. No. [ ] $[ ] Date: [ ] [ ], 2007 INTERNET COMMERCE CORPORATION SERIES A-1 SENIOR SECURED CONVERTIBLE NOTE DUE [ ] [ ], 2011 THIS NOTE is one of a series of duly authorized and issued senior secured promissory notes of Internet Commerce Corporation, a Delaware corporation (the “Company”), designated as its Series A-1 Senior Secured Convertible Notes due [ ] [ ](1), 2011, in the aggregate principal amount of $[ ] (collectively, the “Notes”), issued pursuant to that certain Securities Purchase Agreement dated May 3, 2007, by and among the Company and the Purchasers named therein (the “Purchase Agreement”). FOR VALUE RECEIVED, the Company promises to pay to the order of [Holder] or its registered assigns (the “Holder”), the principal sum of [ ] Dollars $( ), on [ ] [ ], 2011 (the “Maturity Date”), or such earlier date as the Notes are required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the then outstanding principal amount of this Note in accordance with the terms provisions hereof. In addition, the Company shall pay to the order of the Indenture referred Holder interest on any principal or interest payable hereunder that is not paid in full when due, whether at the time of any stated interest payment date or maturity or by prepayment, acceleration or declaration or otherwise, for the period from and including the due date of such payment to but excluding the date the same is paid in this Convertible Notefull, and directs that the shares issuable and deliverable upon the conversion, together with any check at a rate of 18% per annum (but in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued no event 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 interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name excess of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. nomaximum rate permitted under applicable law).) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Allegheny Technologies Incorporated The undersigned owner registered Holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of the Common Stock of LTX-Credence Corporation Allegheny Technologies Incorporated, in accordance with the terms of the Fifth Supplemental Indenture and the Base Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the such conversion, together with any check cash in payment for lieu of fractional shares and Convertible Notes any portion of this Security representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill The undersigned acknowledges that the conversion of the specified Securities is subject to the requirements established by the Company in for registration the Fifth Supplemental Indenture and the Base Indenture, as applicable, as well as the procedures of shares if any Depositary, each as in effect from time to time. This notice shall be deemed to be delivered, and Convertible Notes if to be issued, other than to and in the name an irrevocable exercise of the owner (Please Print): Signature option to convert this Security. Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee$[ ] Dated: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your SignatureSigned: (Sign exactly as your name appears on the other side of the Convertible Notethis Security) Date: Medallion Signature Guarantee:: (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder: (Name) (Street Address)

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Kranzco Realty Trust The undersigned owner Holder of the this ___% Callable Convertible Subordinated Note of Kranzco Realty Trust due ____________ __, 2008 hereby irrevocably exercises the option to convert this Convertible Note, or the portion hereof (which is U.S. $100 ______ or an integral multiple thereof) below designated, designated into shares of Common Stock of LTX-Credence Corporation Shares in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional shares share and Convertible Notes any Note representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been indicated provided below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Note Registrar for the Common Shares may, from time to time, request. Dated: Fill -------------------------------------- Signature* If shares or Notes are to be Principal amount to be converted (if registered in for registration the name of shares a Person less than all): other than the Holder, please print $_____,000 such Person's name and address:* --------------------------------------- -------------------------------------- Name Social Security Number or Tax Payer Identification Number --------------------------------------- Street Address --------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Notes and Exchange Commission Rule 17Ad-15 if Common Shares are to be delivered, and Convertible or unconverted Notes if are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. noowner.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Xxxxx 0 Communications, Inc. The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation Xxxxx 0 Xxxxxxxxxxxxxx, Xxx., in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person 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 interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s 's social security or tax I.D. no.) (Print or type assignee’s 's name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible this Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Express Scripts, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $_________ Dated: Fill _______________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. noHolder.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION The undersigned registered owner of the Convertible this Note hereby irrevocably exercises the option to convert this Convertible Note, or the portion hereof (which is $100 1,000 or an integral a multiple thereof) below designateddesignated below, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional shares share and Convertible Notes any Note representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been indicated provided below. If this Notice is being delivered on a date after the close of business on a regular Record Date or a record date for the payment of a Reset Penalty and prior to the close of business on the related Interest Payment Date or Reset Penalty Payment Date, as the case may be, this Notice is accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the principal of this Note to be converted and/or the Reset Penalty due on such Note. If shares or any portion of this Convertible Note not converted 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 interest and taxes accompanies this Convertible Note. Dated: -------------- -------------------------------------------- NOTICE This signature must correspond with the name as written upon the face of the within- mentioned instrument in every particular, without alteration or any change whatsoever. Fill in for registration of shares of Common Stock if they are to be delivered, and Convertible Notes or Securities if they are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): registered owner: ---------------------------------- (Name) $ ,000 ---------------------------------- (Street Address) Social Security or other Taxpayer Identification Number ---------------------------------- (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) (Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:address)

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Annaly Capital Management, Inc. The undersigned owner registered Holder of the Convertible this Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into cash, shares of Common Stock of LTX-Credence Corporation Annaly Capital Management, Inc., or a combination thereof, at Annaly Capital Management Inc.’s election in accordance with the terms of the Supplemental Indenture and the Original Indenture referred to in this Convertible Note, and directs that the any cash payable and any shares issuable and deliverable upon the such conversion, together with any check cash in payment for lieu of fractional shares and Convertible Notes any portion of this Note representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. The undersigned acknowledges that the conversion of the specified Notes is subject to the requirements established by the Company in the Supplemental Indenture and the Original Indenture, as applicable, as well as the procedures of any Depositary, each as in effect from time to time. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: Signature(s) Signature(s) must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to the Trustee. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, issued other than to and in the name of the owner (Please Print): Signature registered holder: Principal amount to be converted (if less than all): $ (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address City state and zip code) Social Security or Other Taxpayer Number Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guaranteeaddress:

Form of Conversion Notice. ToUnless otherwise as contemplated by Section 3.1, or in a supplemental indenture for the Securities evidenced hereby, conversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Omeros Corporation: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted (in an integral multiple of $1,000, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street AddressU.S. $_____ Dated:______________________ Signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) or Please print Name and Address (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and including zip code) and irrevocably appoint agent Social Security or Other Taxpayer Identification Number [The above conversion notice is to transfer this Convertible Note on the books be modified, as appropriate, for conversion into other securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To B. XXXXX FINANCIAL, INC.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 or an 2,000 and any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted ($2,000 and any integral multiple of $1,000 in excess thereof, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street AddressU.S. $____ Dated: _________ Signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) Social Security or Other Taxpayer Identification Number (weAddress) assign Please print Name and transfer this Convertible Note to Address (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and including zip code) and irrevocably appoint agent [The above conversion notice is to transfer this Convertible Note on the books be modified, as appropriate, for conversion into other securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Energy Conversion Devices, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted (in an integral multiple of $1,000, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) U.S. $ ,000 (Street AddressDated: Signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: Name Social Security or Other Taxpayer Identification Number Please Name and Address (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and including zip code) and irrevocably appoint agent [The above conversion notice is to transfer this Convertible Note on the books be modified, as appropriate, for conversion into other securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Globalstar, Inc. The undersigned owner registered Holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 or portion must be in an integral multiple thereofauthorized denomination) designated below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash, if applicable, and the shares of Common Stock of the Company, if applicable, payable or issuable and deliverable deliverable, as the case may be, upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If the shares of Common Stock, if any, due upon conversion or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner Signature(s) ¨ This Security (Please Print): Signature Principal amount or portion thereof specified below) is to be converted (if less than all): (Nameon the Special Conversion Date related to the Special Conversion Pricing Period during which this Notice is delivered to the Company. The signature(s) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program program, pursuant to Securities and Exchange Commission SEC Rule 17Ad-15 17Ad-15. Signature Guarantee Fill in for registration of shares if shares are to be issued, or Convertible Notes are to be delivered, and Securities if to be issued other than to and in the name of the registered holder: $ (Name) Principal amount to be converted (if less than all) $ Principal amount to be converted on Special Conversion Date (not to exceed 15% of (Street Address) principal amount of this Security). ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address City state and zip code) Social Security or Other Taxpayer Number Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:address

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Annaly Capital Management, Inc. The undersigned owner registered Holder of the Convertible this Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of Common Stock of LTX-Credence Corporation Annaly Capital Management, Inc., in accordance with the terms of the Supplemental Indenture and the Original Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the such conversion, together with any check cash in payment for lieu of fractional shares and Convertible Notes any portion of this Note representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. The undersigned acknowledges that the conversion of the specified Notes is subject to the requirements established by the Company in the Supplemental Indenture and the Original Indenture, as applicable, as well as the procedures of any Depositary, each as in effect from time to time. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: Signature(s) Signature(s) must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to the Trustee. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, issued other than to and in the name of the owner (Please Print): Signature registered holder: Principal amount to be converted (if less than all): $ (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address City state and zip code) Social Security or Other Taxpayer Number Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guaranteeaddress:

Form of Conversion Notice. ToTO: LTXComputershare Trust Company of Canada Corporate Trust Officer - Corporate Trust Department 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx X0X 0X0 Attention: Xxxxxxxx Xxxxxxx Facsimile No.: (000) 000-CREDENCE CORPORATION The undersigned owner 0000 Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated. Notice is hereby given pursuant to section 5.1 of the Indenture dated as of November 13, 2013 (the “Indenture”) made between the Issuer, the Guarantors and Computershare Trust Company of Canada, as trustee (the “Trustee”) that the undersigned registered holder of 6% Convertible Note hereby Unsecured Debentures due November 13, 2020 bearing Certificate No. <*> irrevocably exercises the option elects to convert this Convertible Notesuch Debentures to Common Shares on the date of conversion specified below, or portion hereof (which is $100 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Notesuch Debenture and tenders herewith the Debenture, and directs that the shares Common Shares of the Issuer issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, such conversion be issued and delivered to the owner hereof unless a different name has been Person indicated below. (If shares or any portion of this Convertible Note not converted Common Shares are to be issued in the name of a person Person other than the undersignedHolder, the undersigned will pay all requisite transfer taxes payable with respect theretomust be tendered by the undersigned.) Dated: (Signature of Registered Holder) Date of conversion: (which date shall fall within a Permitted Conversion Period). Any * If less than the full principal amount required of the Debenture, indicate in the space provided below the principal amount (which must be $1,000 or integral multiples thereof) to be paid by the undersigned on account of interest and taxes accompanies this Convertible Noteconverted. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted $ (if less than all): must be $1,000 or integral multiplies thereof) (NamePrint name in which Common Shares are to be issued, delivered and registered) $ ,000 Name (Street Address) Social Security or other Taxpayer Identification Number (, City, State Province and Zip Postal Code) Signature GuaranteeName of guarantor: Signatures Authorized signature: Note: If Common Shares are to be issued in the name of a Person other than the Holder, the signature must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved authorized officer of a Canadian chartered bank or of a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holdersignature guarantee program. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:SCHEDULE 5.4

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Hewlett Packard Enterprise Company: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 [1,000] or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $ Dated: Fill Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount registered owner. Fill in for registration of shares of Common Stock and Security if to be converted (if less issued otherwise than all): to the registered Holder. (Name) $ ,000 (Street Address) Social Security or other Other Taxpayer Identification Number (City, State Address) Please print Name and Zip CodeAddress (including zip code number) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are [The above conversion notice is to be issuedmodified, as appropriate, for conversion into other securities or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.] ARTICLE THREE

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Trinity Industries, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Trinity Industries, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes Securities if to be issued other than to and in the name of registered holder: (Name) Principal amount to be converted (if less than all): $___,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Trinity Industries, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Reference is made to that certain Convertible Loan Agreement (the “Loan Agreement”) by and among WhiteSmoke Inc., a company organized and existing under the laws of the state of Delaware (the “Company”), and the parties listed on Schedule A thereto, including the undersigned. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement. Pursuant to Section 3.1 of the Loan Agreement, the undersigned hereby irrevocably elects to convert all of its Portion for the IPO Securities. The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Noteacknowledges that, or portion hereof (which is $100 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with by the terms of the Indenture referred to in this Convertible NoteLoan Agreement, and directs that the shares issuable and deliverable upon the conversionIPO Conversion, together with any check in payment for fractional shares all accrued but unpaid Interest is due and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered payable to the owner hereof unless a different name has been indicated belowundersigned in cash. If shares or any portion The undersigned hereby acknowledges that upon the IPO Conversion, issuance of this Convertible Note not converted are the IPO Securities to be issued in the name of a person other than the undersigned, and payment of accrued but unpaid Interest on the undersigned’s Portion, the Company’s obligations with regard to the Loan Amount shall automatically terminate and the Company shall have no further obligations and the undersigned will pay all transfer taxes payable shall have no further rights with respect thereto. Any amount required to be paid the Loan Amount The undersigned hereby reaffirms the accuracy of the representations and warranties made by the undersigned on account of interest and taxes accompanies this Convertible Note. Dated: Fill as set forth in for registration of shares if to be deliveredthe Loan Agreement, and Convertible Notes if understands and acknowledges that the Company will rely upon the accuracy of such representations and warranties in issuing the IPO Securities. Signature Signature Guaranteed NOTICE: The signature to be issued, other than to and in this form must correspond with the name as written upon the face of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security within Note in every particular without alteration or other Taxpayer Identification Number (Cityenlargement or any change whatsoever, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivereda bank, other than to and in the name of the a savings bank, or by a trust company or by a firm having membership on a registered holdernational securities exchange. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) INSTRUCTIONS FOR REGISTRATION OF SECURITIES Name (Print or type assignee’s name, address in Block Letters) Address Exhibit E(1) Restated Certificate of Incorporation EXHIBIT E(2) Amended and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:Restated Investor Rights Agreement EXHIBIT F

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Pier 1 Imports, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Pier 1 Imports, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (NameSignature(s) $ ,000 (Street AddressThe signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program program, pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and Exchange Commission in the name of registered holder: (Name) Principal amount to be converted (if less than all): $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address A-11 FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Pier 1 Imports, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Pier 1 Imports, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17Ad-15 17Ad-15. Fill in if shares are a check is to be issued, or Convertible Notes Securities are to be deliveredissued, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) or Principal amount to be purchased (we) assign and transfer this Convertible Note to if less than all): $ ,000 (Insert assignee’s social security or tax I.D. no.Street Address) (Print or type assignee’s name, address City state and zip code) Social Security or Other Taxpayer Number Please print name and irrevocably appoint agent address FORM OF PURCHASE NOTICE To: Pier 1 Imports, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Pier 1 Imports, Inc. (the “Company”) as to transfer the holder’s option to require the Company to repurchase this Convertible Note on Security and requests and instructs the books Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The agent may substitute another signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to act for himS.E.C. Rule 17Ad-15. Your SignatureFill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder: (Sign exactly Name) Principal amount to be purchased (if less than all): $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address EXHIBIT B FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS This Supplemental Indenture, dated as your of [ ] (this “Supplemental Indenture” or “Guarantee”), among [name appears on of future Subsidiary Guarantor] (the “Guarantor”), Pier 1 Imports, Inc. (together with its successors and assigns, the “Company”), each other side of then existing Subsidiary Guarantor under the Convertible Note) Date: Medallion Signature Guarantee:Indenture referred to below, and JPMorgan Chase Bank, National Association, as Trustee under the Indenture referred to below.

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION (To be executed by the registered Holder in order to convert Note) The undersigned owner hereby elects to convert the specified principal amount of the 8% Subordinated Convertible Note hereby irrevocably exercises (the option “Note”) into shares of common stock, par value $0.001 per share (the “Common Stock”), of AIR INDUSTRIES GROUP, a Nevada corporation, according to convert this Convertible Notethe conditions hereof, or portion hereof as of the date written below. Date to Effect Conversion Principal amount of Note owned prior to conversion Principal amount of Note to be converted (which is $100 or an integral multiple thereofincluding accrued but unpaid interest thereon) below designated, into Number of shares of Common Stock to be Issued Applicable Conversion Price Principal amount of LTX-Credence Corporation in accordance with Note owned subsequent to Conversion Name of Holder By Name: Title: Schedule II CONVERSION SCHEDULE This Conversion Schedule reflects conversions of the 8% Subordinated Convertible Note issued by AIR INDUSTRIES GROUP Date of Conversion Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT AIR INDUSTRIES GROUP Warrant Shares: _____ December __, 2016 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or assigns (the “Holder”) is entitled, upon the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered subject to the owner hereof unless limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on November 30, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Air Industries Group, a different name has been indicated below. If Nevada corporation (the “Company”), up to ___________ (______) shares or any portion of this Convertible Note not converted are (as subject to be issued in the name of a person other than the undersignedadjustment hereunder, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name“Warrant Shares”) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company’s common stock (“Common Stock”). The agent may substitute another purchase price of one share of Common Stock under this Warrant shall be equal to act for him. Your Signature: (Sign exactly the Exercise Price, as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:defined in Section 2(b).

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Express Scripts, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $ Dated: Fill Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. noHolder.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. CONVERSION NOTICE To: LTX-CREDENCE CORPORATION CommScope, Inc. and First Union National Bank The undersigned registered owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or the portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) ), below designated, designated into shares of Common Stock (in the form of LTX-Credence Corporation a Share Certificate) in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional shares share and Convertible Notes any Security representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been indicated provided below. If shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. DatedDATE: Fill in for registration of shares if to be delivered---------------------- ------------------------------- Signature(s) (If a corporation, and Convertible Notes if to be issuedpartnership or fiduciary, other than to and in the name title of the owner (Please Print): Signature Principal amount to Person signing must be converted (if less than all): (Namestated.) $ ,000 (Street AddressSignature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Convertible Notes are Securities to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note------------------------------------ Signature Guarantee Fill in for registration of shares if they are to be delivered, fill or unconverted Securities if they are to be issued, other than to and in the form belowname of the registered holder: ------------------------------------ (IName) or ------------------------------------ (weStreet Address) assign and transfer this Convertible Note to ------------------------------------ (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s nameCity, address State and zip code) (Please print name and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:address)

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Allegheny Technologies Incorporated The undersigned owner registered Holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of the Common Stock of LTX-Credence Corporation Allegheny Technologies Incorporated, in accordance with the terms of the Second Supplemental Indenture and the Base Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the such conversion, together with any check cash in payment for lieu of fractional shares and Convertible Notes any portion of this Security representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill The undersigned acknowledges that the conversion of the specified Securities is subject to the requirements established by the Company in for registration the Second Supplemental Indenture and the Base Indenture, as applicable, as well as the procedures of shares if any Depositary, each as in effect from time to time. This notice shall be deemed to be delivered, and Convertible Notes if to be issued, other than to and in the name an irrevocable exercise of the owner (Please Print): Signature option to convert this Security. Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee$[ ] Dated: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your SignatureSigned: (Sign exactly as your name appears on the other side of the Convertible Notethis Security) Date: Medallion Signature Guarantee:: (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder: (Name) (Street Address) (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Intuit Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. PRINCIPAL AMOUNT TO BE CONVERTED (IN AN INTEGRAL MULTIPLE OF $1,000, IF LESS THAN ALL) U.S. $ Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (NameSignature(s) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. (Name) Social Security or Convertible Notes are Other Taxpayer Identification Number (Address) Please print Name and Address (including zip code number) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) securities or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Fiserv, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $_________ Dated: Fill _____________________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted (if less issued otherwise than all): to the registered Holder. (Name) $ ,000 (Street Address) Social Security or other Other Taxpayer Identification Number (City, State Address) Please print Name and Zip CodeAddress (including zip code number) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are [The above conversion notice is to be issuedmodified, as appropriate, for conversion into other securities or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.] ARTICLE THREE

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Identive Group, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. 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 theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted (in an integral multiple of $1,000, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) U.S. $ ,000 (Street AddressDated: Signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holderHolder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (IName) Social Security or Other Taxpayer Identification Number (weAddress) assign Please print Name and transfer this Convertible Note to Address (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and including zip code) and irrevocably appoint agent [The above conversion notice is to transfer this Convertible Note on the books be modified, as appropriate, for conversion into other securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Manor Care, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Manor Care, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes Securities if to be issued other than to and in the name of registered holder: (Name) Principal amount to be converted (if less than all): $___,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Manor Care, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Manor Care, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted 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 interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature (Name) Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Convertible Note, fill in the form below: (I) or (we) assign and transfer this Convertible Note to (Insert assignee’s social security or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee: