Common use of Form of Note Clause in Contracts

Form of Note. $ Dated as of For value received, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), promises to pay to , (“Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below, in lawful money of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATE:

Form of Note. $ Dated as of For value receivedTHIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, the undersigned Stetson HoldingsAS AMENDED (THE “SECURITIES ACT”). NO SALE, LLCPLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL. SPI ENERGY CO., LTD. a Cayman Islands Company CONVERTIBLE PROMISSORY NOTE [US$ ] [•], 20[•] FOR VALUE RECEIVED, SPI ENERGY CO., LTD., a Delaware limited liability Cayman Islands company (the “BorrowerCompany”), hereby unconditionally and irrevocably promises to pay to , the order of [•] (the “LenderInvestor”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below), in lawful money of the United States of America and in immediately available funds, the principal amount sum of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December [ [US$ ], 2009 (together with the “Financing Agreement”)interest, by and among BNP Paribas as Joint Lead Arrangerif any, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to provided in the Financing Note Purchase Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not (as defined herein shall have the meanings set forth in Exhibit A to the Financing Agreementbelow). This Note is made in connection with and is secured bya “Note” issued pursuant to the Convertible Promissory Note Purchase Agreement dated [•] (as amended, among other instrumentsmodified or supplemented, the provisions “Note Purchase Agreement”) between the Company and the Investor. All capitalized terms used herein have the meanings assigned to those terms in the Note Purchase Agreement, unless otherwise defined herein. This Note is convertible into certain securities of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable Company in accordance with the Financing Note Purchase Agreement. Unless this Note is earlier redeemed by the Company or converted into Conversion Shares, in each case on terms and conditions of the Note Purchase Agreement, and such principal amount may be prepaid solely in accordance all unpaid principal, together with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Noteinterest, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notationsif any, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes be due and payable on a date which is not a Business Daythe Maturity Date. The terms of payment of principal and the interest, such payment if any, shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms and conditions of the Financing Note Purchase Agreement. Upon This Note may be discharged, terminated, amended, supplemented or otherwise modified only by an instrument in writing signed by the occurrence party against which enforcement of such discharge, termination or modification is sought. No failure by the Investor hereof to insist upon the strict performance of any one term hereof or more Events to exercise any right, power or remedy consequent upon a breach hereof shall constitute a waiver of Defaultany such term or of any such breach. No waiver of any breach shall affect or alter this Note, which shall continue in full force and effect, or shall affect or alter the rights of the Investor with respect to any other then existing or subsequent breach. The remedies herein are cumulative and are not exclusive of any remedies provided by law. The acceptance by the Investor of any payment hereunder that is less than payment in full of all amounts then remaining unpaid on due at the time of such payment shall not without the express written consent of the Investor: (i) constitute a waiver of the right to exercise any of Investor’s remedies at that time or at any subsequent time, (ii) constitute an accord and satisfaction, or (iii) nullify any prior exercise of any remedy. The holding of any provision of this Note may become or be declared to be immediately due invalid or unenforceable by a court of competent jurisdiction shall not affect any other provisions and payable as provided in the Financing Agreement and other Financing Documents, without notice provisions of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall remain in full force and effect. This Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs governed by and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, construed in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York York, United States of America, without reference regard to the principles of conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATE:law thereof.

Form of Note. $ Dated as of For value receivedFOR VALUE RECEIVED, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (the “Borrower”), ) hereby promises to pay to , or its registered assigns (the “Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below), in lawful money accordance with the provisions of the United States of America and in immediately available fundsCredit Agreement (as hereinafter defined), the principal amount of DOLLARS each Loan ($ ), or if less, as defined in the aggregate unpaid and outstanding principal amount of this Note advanced Credit Agreement) from time to time made by the Lender to the Borrower pursuant to the Financing under that certain Credit Agreement, dated as of December [ ]May 3, 2009 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Financing Credit Agreement”;” the terms defined therein being used herein as therein defined), by among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and among BNP Paribas the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as Joint Lead Arrangerthe borrower thereunder), Joint Bookrunnerthe Lenders, the Administrative Agent, Security the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and Issuing Bank, and HSH Nordbank AG, New York Branch before as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and well as after judgment) computed at the certain lenders (“Lenders”) party theretoper annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Financing Agreement and Credit Agreement, is entitled to the benefits thereof and is may be prepaid in whole or in part subject to all terms, provisions the terms and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreementprovided therein. This Note is made in connection with also entitled to the benefits of the Guaranty and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of by the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence and continuation of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may become or be declared to be be, immediately due and payable all as provided in the Financing Agreement Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and other Financing Documentsendorse thereon the date, without amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of defaultprotest, presentment or demand for paymentdemand, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs dishonor and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement non-payment of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other personTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance 4 Update to reflect the New Borrower post Spinoff. EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement D FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TOCOMPLIANCE CERTIFICATE Financial Statement Date: BNP Paribas, To: Bank of America, N.A., as Administrative Agent FROMLadies and Gentlemen: Stetson HoldingsReference is made to that certain Credit Agreement, LLCdated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware limited liability company corporation, as the borrower thereunder (“or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower”) DATE, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:

Form of Note. $ Dated as of For value receivedFOR VALUE RECEIVED, the undersigned Stetson Holdings(the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), promises each lender from time to pay to time party thereto (collectively, (the “Lenders” and individually, a “Lender”) for the account ), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its applicable Lending Office specified successors and permitted assigns in the Financing Agreement referred to below, in lawful money of the United States of America and in immediately available fundssuch capacity, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December [ ], 2009 (the “Financing AgreementAdministrative Agent”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and pursuant to which the certain lenders (“Lenders”) party thereto. This is one of the Notes referred Lenders have agreed to in the Financing Agreement and is entitled make Loans to the benefits thereof and is subject to all terms, provisions and conditions thereofBorrower. Capitalized terms Each capitalized term used and not otherwise defined herein shall have the meanings set forth meaning assigned thereto in Exhibit A to Section 1.1 of the Financing Loan Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents Borrowing Notice constitutes a request for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each a Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATEbelow:

Form of Note. $ Dated as of For value received, the undersigned Stetson Holdings, LLC2012 Inland Real Estate Corporation, a Delaware limited liability company corporation organized under the laws of the State of Maryland (the “Borrower”), promises to pay to , the order of (the “Lender”) for the account aggregate unpaid principal amount of its applicable Lending Office specified in all Loans made by the Financing Agreement referred Lender to below, in lawful money the Borrower pursuant to Article II of the United States of America Second Amended and Restated Term Loan Agreement (as the same may be amended or modified, the “Agreement”) hereinafter referred to, in immediately available fundsfunds at the main office of KeyBank National Association in Cleveland, the principal amount of DOLLARS ($ )Ohio, or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, together with interest on the unpaid principal amount hereof at the rates and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and on the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings dates set forth in Exhibit A to the Financing Agreement. This Note is made The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Loans in connection with full on the Maturity Date or such earlier date as may be required under the Agreement. The Lender shall, and is secured byhereby authorized to, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed attached hereto, or to this Noteotherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note amends and restates in its entirety that certain [Amended and Restated] Note dated as of June 24, 2010 made by Borrower in favor of Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence . This Note is one of the matters noted Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Term Loan Agreement, dated as of August , 2012 among the Borrower, KeyBank National Association, individually and as Administrative Agent, and the other Lenders named therein, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If there is a Default under the Agreement or any payment on this Note becomes due other Loan Document and payable on a date which is not a Business DayAgent exercises the remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Agent and the Lenders under such payment documents, Agent and the Lenders shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared entitled to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation receive reasonable attorneys’ attorneys fees and Liquidation Costs expenses incurred by Agent and the Lenders in connection with the exercise of such remedies. Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, in accordance with and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the Financing Agreement. Except as permitted release of any party liable for the obligation secured by this Note, the Financing Agreementrelease of any of the security for this Note, this Note may not be assigned by Lender the acceptance of any other security therefor, or any other indulgence or forbearance whatsoever, all without notice to any other person. Transfer of this Note may be effected only by a surrender party and without affecting the liability of the Note by Lender Borrower and either reissuance of the Note or issuance of a new Note by Borrower to the new lenderany endorsers hereof. This Note has been executed and delivered in and shall be governed and construed and interpreted in accordance with and governed by under the internal laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations LawIllinois. STETSON HOLDINGSBORROWER AND LENDER, LLC BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. INLAND REAL ESTATE CORPORATION, a Delaware limited liability company Maryland corporation By: Print Name: Title: Prepayment or Outstanding SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF INLAND REAL ESTATE CORPORATION, DATED , 2012 Date Advance Repayment Principal Amount of Loan Maturity of Interest Period Maturity Principal Amount Paid Unpaid Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATE:C

Form of Note. $ Dated as of For value receivedLender: _______________ FOR VALUE RECEIVED, the undersigned Stetson Holdings, LLCTexas-New Mexico Power Company, a Delaware limited liability company Texas corporation (the “Borrower”), hereby promises to pay to , the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in that certain Amended and Restated Credit Agreement dated as of December 16, 2010 (as amended, modified, extended or restated from time to time, the “Credit Agreement”) for among the account Borrower, the Lenders party thereto (including the Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) (or at such other place or places as the holder of its applicable Lending Office specified in this Note may designate), the Financing Agreement referred aggregate unpaid principal amount of the Revolving Loans made by the Lender to belowthe Borrower under the Credit Agreement, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of DOLLARS ($ ), or if less, each Revolving Loan made by the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Borrower, at such office, in like money and funds, for the period commencing on the date of each such Revolving Loan until each such Revolving Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement, dated as of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This Note is one of the Notes referred to in the Financing Credit Agreement and is entitled evidences Revolving Loans made by the Lender to the benefits thereof and is subject to all terms, provisions and conditions thereofBorrower thereunder. Capitalized terms used and not defined herein shall in this Note have the respective meanings set forth assigned to them in Exhibit A to the Financing AgreementCredit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. This The Credit Agreement provides for the acceleration of the maturity of the Revolving Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Revolving Loans upon the terms and conditions specified therein. In the event this Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreementnot paid when due at any stated or accelerated maturity, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Revolving Loan made by the Lender to the Borrower, and each payment made on account of the United States of America and in immediately available fundsprincipal thereof, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made recorded by the Lender on its books; provided that the succeeding, or next preceding, Business Day, in accordance with the terms failure of the Financing Agreement. Upon Lender to make any such recordation or endorsement shall not affect the occurrence obligations of the Borrower to make a payment when due of any one amount owing under the Credit Agreement or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 respect of the Financing Agreement. Borrower agrees Revolving Loans to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of be evidenced by this Note, in accordance with the Financing Agreementand each such recordation or endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by Section 11.3(b) of the Financing Credit Agreement, this Note may not be assigned by the Lender to any other personPerson. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 and AND 5-1402 of the New York General Obligations Law. STETSON HOLDINGSOF THE NEW YORK GENERAL OBLIGATIONS LAW, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM BUT EXCLUDING ALL OTHER CHOICE OF CONFIRMATION LAW AND CONFLICTS OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATE:LAW RULES).

Form of Note. $ Dated as of For value receivedFOR VALUE RECEIVED, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to , _____________________ or its registered assigns (the “Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below), in lawful money accordance with the provisions of the United States of America and in immediately available fundsCredit Agreement (as hereinafter defined), the principal amount of DOLLARS ($ ), or if less, each Loan from time to time made by the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to the Borrower pursuant to the Financing Agreement, under that certain Credit Agreement dated as of December [ ]1, 2009 2010 (as amended, modified, supplemented or extended from time to time, the “Financing Credit Agreement”)) among the Borrower, by the Guarantors, the Lenders from time to time party thereto and among BNP Paribas Bank of America, N.A., as Joint Lead ArrangerAdministrative Agent and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, Joint Bookrunner, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, Security Agentsuch unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and Issuing Bank, and HSH Nordbank AG, New York Branch before as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and well as after judgment) computed at the certain lenders (“Lenders”) party theretoper annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Financing Agreement and Credit Agreement, is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender whole or in part subject to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreementand conditions provided therein. Upon the occurrence and continuation of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may become or be declared to be be, immediately due and payable all as provided in the Financing Agreement Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and other Financing Documentsendorse thereon the date, without amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of defaultprotest, presentment or demand for paymentdemand, protest or notice of dishonor and nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, in accordance with the Financing Agreement. Except as permitted by the Financing AgreementLP, this Note may not be assigned by Lender to any other person. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company partnership By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson HoldingsRetail Opportunity Investments GP, LLC, a Delaware limited liability company company, its general partner By: ________________________________ Name: Title: Exhibit 6.02 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: __________, 201__ To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of December 1, 2010 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Borrower”) DATE:), the Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: [Use following paragraph 1 for the fiscal year-end financial statements:]

Form of Note. $ Dated as The Notes and the Trustee’s Certificate of For value received, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), promises Authentication to pay be endorsed thereon are to , (“Lender”) for the account of its applicable Lending Office specified be substantially in the Financing Agreement following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT—This Note is a Global Note within the meaning of the Indenture hereinafter referred to belowand is registered in the name of The Bank of New York, in lawful money as Property Trustee of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December BAC Capital Trust [ ], 2009 ] (the “Financing AgreementTrust”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made exchangeable for Notes registered in connection with and is secured bythe name of a person other than The Bank of New York, among other instrumentsas Property Trustee of BAC Capital Trust [ ], or its nominee only in the provisions of limited circumstances described in the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing AgreementIndenture, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person. Transfer no transfer of this Note may be effected only registered except in limited circumstances.] Unless this Note is presented by a surrender an authorized representative of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower The Depository Trust Company, New York (“DTC”) to the new lenderissuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of CEDE & CO. This Note or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5an interest herein. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. ISIN No. No. I-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGSR-1 BANK OF AMERICA CORPORATION [ ]% JUNIOR SUBORDINATED NOTES, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [ReservedDUE [ ] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM BANK OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLCAMERICA CORPORATION, a Delaware limited liability company corporation (the “BorrowerCompany”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST [ ], or registered assigns, the principal sum of DOLLARS ($ ) on [ , ], (the “Maturity Date”), and to pay interest on said principal sum from [ , ] or from the most recent interest payment date (each such date, an “Interest Payment Date”) DATE:to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 [January 15 and July 15] of each year beginning January 15, [ ], at the rate of [ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day

Form of Note. $ Dated as of For value receivedFOR VALUE RECEIVED, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to , or registered assigns (the “Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below), in lawful money accordance with the provisions of the United States of America and in immediately available fundsCredit Agreement (as hereinafter defined), the principal amount of DOLLARS each Accommodation from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement dated as of June 14, 2013 ($ as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), or if lessamong, inter alia, the aggregate Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant each Accommodation from the date of such Accommodation until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Financing Agreement, dated as Administrative Agent for the account of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Lender in US Dollars in immediately available funds at the Administrative Agent’s Office, Security Agentas provided for in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and Issuing Bank, and HSH Nordbank AG, New York Branch before as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and well as after judgment) computed at the certain lenders (“Lenders”) party theretoper annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Financing Agreement and Credit Agreement, is entitled to the benefits thereof and is may be prepaid in whole or in part subject to all terms, provisions the terms and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreementprovided therein. This Note is made in connection with also entitled to the benefit of all guarantees and is secured by, among other instruments, by the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing AgreementSecurity. Upon the occurrence and continuation of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may become or be declared to be be, immediately due and payable all as provided in the Financing Agreement Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and other Financing Documentsendorse thereon the date, without amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of defaultprotest, presentment or demand for paymentdemand, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs dishonour and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement non-payment of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other personTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lenderQUEBECOR MEDIA INC. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM Disclosure Schedule SCHEDULE 1.01(A) EXISTING BACK-TO-BACK DEBT See attached Disclosure Schedule SCHEDULE 1.01(B) EXISTING BACK-TO-BACK PREFFERED SHARES See attached Disclosure Schedule SCHEDULE 1.01(C) EXISTING TAX BENEFIT TRANSACTIONS None Disclosure Schedule SCHEDULE 7.01(a) Quebec Disclosure Schedule SCHEDULE 7.01(g) PART I LOCATION OF CONFIRMATION BUSINESS Quebec PART II LOCATION OF INTEREST PERIOD SELECTION TO: BNP ParibasMINUTE BOOKS 000 Xx-Xxxxxxx Xx., as Administrative Agent FROM: Stetson Holdings00xx Xxxxx Xxxxxxxx, LLCXxxxxx, a Delaware limited liability company (“Borrower”X0X 0X0 Disclosure Schedule SCHEDULE 7.01(l) DATE:CORPORATE CHART OF THE BORROWER See attached Disclosure Schedule SCHEDULE 7.01(p)

Form of Note. $ Dated as of For value receivedFOR VALUE RECEIVED, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to , or permitted registered assigns (the “Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below), in lawful money accordance with the provisions of the United States of America and in immediately available fundsCredit Agreement (as hereinafter defined), the principal amount of DOLLARS each Term Loan from time to time made by the Lender to the Borrower pursuant to that certain Credit Agreement dated as of November 22, 2010 ($ )as amended, or if lessmodified, supplemented, extended and restated from time to time, the aggregate “Credit Agreement”) among the Borrower, the Guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant each Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Financing Agreement, dated as Administrative Agent for the account of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, Security Agentsuch unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and Issuing Bank, and HSH Nordbank AG, New York Branch before as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and well as after judgment) computed at the certain lenders (“Lenders”) party theretoper annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Financing Agreement and Credit Agreement, is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender whole or in part subject to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreementand conditions provided therein. Upon the occurrence and during the continuation of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may become or be declared to be be, immediately due and payable all as provided in the Financing Agreement Credit Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and other Financing Documentsendorse thereon the date, without amount and maturity of the Term Loan and payments with respect thereto, as described in the Credit Agreement. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of defaultprotest, presentment or demand for paymentdemand, protest or notice of dishonor and nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other personTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON OPTIONSXPRESS HOLDINGS, LLC INC., a Delaware limited liability company corporation By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT Exhibit C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TOCOMPLIANCE CERTIFICATE Financial Statement Date: BNP Paribas, 201__ To: Bank of America, N.A., as Administrative Agent FROMRe: Stetson Credit Agreement dated as of November 22, 2010 (as amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”) among optionsXpress Holdings, LLCInc., a Delaware limited liability company corporation (the “Borrower”) DATE:), the Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the of the Borrower, and that, in [his/her] capacity as such and not in an individual capacity, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent and the Lenders, on behalf of the Borrower, as follows: [Use following paragraph 1 for the fiscal year-end financial statements:]

Form of Note. $ Dated as The Notes and the Trustee’s Certificate of For value received, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), promises Authentication to pay be endorsed thereon are to , (“Lender”) for the account of its applicable Lending Office specified be substantially in the Financing Agreement following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to belowand is registered in the name of The Bank of New York, in lawful money as Property Trustee of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December BAC Capital Trust [ ], 2009 ] (the “Financing AgreementTrust”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made exchangeable for Notes registered in connection with and is secured bythe name of a person other than The Bank of New York, among other instrumentsas Property Trustee of BAC Capital Trust [ ], or its nominee only in the provisions of limited circumstances described in the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents. Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing AgreementIndenture, and such principal amount may be prepaid solely in accordance with the Financing Agreement. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person. Transfer no transfer of this Note may be effected only registered except in limited circumstances.] Unless this Note is presented by a surrender an authorized representative of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower The Depository Trust Company, New York (“DTC”) to the new lenderissuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of CEDE & CO. This Note or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5an interest herein. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. ISIN No. No. I-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGSR-1 BANK OF AMERICA CORPORATION [ ]% JUNIOR SUBORDINATED NOTES, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [ReservedDUE [ ] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM BANK OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLCAMERICA CORPORATION, a Delaware limited liability company corporation (the “BorrowerCompany”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST [ ], or registered assigns, the principal sum of DOLLARS ($ ) on [ , ], (the “Maturity Date”), and to pay interest on said principal sum from [ , ] or from the most recent interest payment date (each such date, an “Interest Payment Date”) DATE:to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 [January 15 and July 15] of each year commencing January 15, [ ], at the rate of [ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day

Form of Note. $ Dated The Notes and the Trustee's certificate of authentication to be endorsed thereon are to be substantially in the following forms: [IF THE NOTE IS A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of For the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, INSERT - Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 $___________ PLATINUM UNDERWRITERS FINANCE, INC. 5.25% SENIOR GUARANTEED NOTE DUE 2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to , (“Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below, in lawful money of the United States of America and in immediately available fundsJPMorgan Chase Bank, the principal amount sum of DOLLARS __________ dollars ($ $____) on November 16, 2007 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from November 1, 2002, or if lessfrom the most recent interest payment date initially at the rate of 5.25% per annum (the "Interest Rate") up to, but excluding, the aggregate unpaid and outstanding principal amount of Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note advanced by Lender shall continue to Borrower bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Financing Agreement, dated as of December [ ], 2009 (the “Financing Agreement”), by and among BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto. This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Purchase Contract Agreement and the other Collateral Documents. Reference is hereby made Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the Financing Agreement, the Mortgage Documents, the Member Pledge date on which principal hereof is paid or made available for payment; provided that any principal and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect installment of interest which is overdue shall bear interest (to the custody extent that payment of such interest is enforceable under applicable law) at the Interest Rate up to but excluding the Reset Date, if any, and application of thereafter at the CollateralReset Rate, from the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Financing Agreementdates such amounts are due until they are paid or made available for payment, and such principal amount may interest shall be prepaid solely in accordance with the Financing Agreementpayable on demand. Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error. Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement. If any payment Interest on this Note becomes due initially shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date"), commencing February 16, 2003 through and including November 16, 2005, and then semi-annually in arrears on the Interest Payment Dates of May 16 and November 16 of each year, commencing on May 16, 2006, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on a date which this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the succeeding, or next preceding, immediately preceding Business Day, in accordance each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the regular record date for such interest installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date; provided, however, if pursuant to the terms of the Financing AgreementIndenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be more than one Business Day but less than 60 Business Days prior to such Interest Payment Date. Upon Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the occurrence registered Holders on such regular record date and may be paid to the Person in whose name this Note is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any one or securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange all as more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as fully provided in the Financing Agreement Indenture. The principal of and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. Recourse under the interest on this Note shall be limited payable at the office or agency of the Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to that expressly the registered Holder at such address as shall appear in the Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note set forth in Article 11 on the reverse hereof, which further provisions shall for all purposes have the same effect as if fully set forth at this place. Unless the certificate of the Financing Agreement. Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement. Except as permitted authorization hereon has been executed by the Financing AgreementTrustee referred to on the reverse hereof by manual signature, this Note may and the Guarantee endorsed herein shall not be assigned by Lender entitled to any other person. Transfer of this Note may benefit under the Indenture or be effected only by a surrender of the Note by Lender and either reissuance of the Note valid or issuance of a new Note by Borrower to the new lender. This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law. STETSON HOLDINGS, LLC a Delaware limited liability company By: Name: Title: Prepayment or Outstanding Date Advance Repayment Balance EXHIBIT C to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement [Reserved] XXXXXXX X-0 to Financing Agreement FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION TO: BNP Paribas, as Administrative Agent FROM: Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”) DATE:obligatory for any purpose.