Common use of Form of Election to Convert Clause in Contracts

Form of Election to Convert. [To Be Executed Upon Conversion of Warrant] The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert the Warrants evidenced by this Warrant Certificate into____________ shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the "Company") and herewith tenders payment for such shares to the order of the Company in the amount of $___________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Chief Credit Officer Date: --------------------------- ---------------------------------------- (Signature must conform in all respects to the name of the holder as specified on the fact of the Warrant Certificate, unless Form of Assignment has been executed)

Form of Election to Convert. [To Be be Executed Upon Conversion of Warrant] The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert the Warrants evidenced by this Warrant Certificate intointo ____________ shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the "Company") and herewith tenders payment for such shares to the order of the Company in the amount of $___________ in accordance with the terms hereof). The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Chief Credit Officer Date: --------------------------- ---------------------------------------- :____________________ _______________________________________ (Signature must conform in all respects to the name of the holder as specified on the fact of the Warrant Certificate, unless Form of Assignment has been executed)) FORM OF ASSIGNMENT [To be executed upon Transfer of Warrant] FOR VALUE RECEIVED, the undersigned registered holder of the enclosed Warrant Certificate hereby sells, assigns and transfers unto ________________________________________ the right represented by such Warrant Certificate to purchase _____________ shares of Class A Common Stock of BRUNSWICK BIOMEDICAL CORPORATION to which such Warrant Certificate relates, and appoints __________________ _______________________________ Attorney to make such transfer on the books of BRUNSWICK BIOMEDICAL CORPORATION maintained for such purpose, with full power of substitution in the premises. Date:___________________