EX-4.6






 THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES
(1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS SECURITY
AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE
SECURITIES ACT) OF THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B)
UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A
PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL,
PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE
DATE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING
OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE
INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



1



2.75% Convertible Senior Notes due 2012




No. 2 CUSIP NO. 099849AA9 U.S. $25,000,000



Borland Software Corporation, a corporation duly organized and validly existing under the laws
of the State of Delaware (herein called the “Company”), which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value received hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of Twenty Five Million
United States Dollars ($25,000,000) (which amount may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance
with the rules and procedures of the Depositary) on February 15, 2012. Payment of the principal of
this Security shall be made by check mailed to the address of the Holder of this Security specified
in the register of Securities, or, at the option of the Company, by wire transfer in immediately
available funds, in such lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.



The issue date of this Security is February 6, 2007.



Reference is made to the further provisions of this Security set forth on the reverse hereof,
including, without limitation, provisions giving the Holder the right to convert this Security into
Common Stock of the Company and to require the Company to repurchase this Security upon certain
events, in each case, on the terms and subject to the limitations referred to on the reverse hereof
and as more fully specified in the Indenture. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place. Capitalized terms used but not defined
herein shall have such meanings as are ascribed to such terms in the Indenture.



This Security shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with and governed by the laws of said State.



This Security shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.



2



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




BORLAND SOFTWARE CORPORATION




By: /s/ Erik E. Prusch




	 	 	Authorized Signatory




3









	 	 	 
	This is one the Securities referred to in the within-mentioned Indenture.

	 
	 	 
	Dated: 2/23/2007

	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 
	
 
	 	By: /s/ Bradley Scarbrough
	
 
	 	 







	 	 	Authorized Signatory




4









BORLAND SOFTWARE CORPORATION




2.75% Convertible Senior Notes due 2012




This Security is one of a duly authorized issue of Securities of the Company, designated as
its 2.75% Convertible Senior Notes due 2012 (the “Securities”), all issued or to be issued under
and pursuant to an Indenture dated as of February 6, 2007 (the “Indenture”), between the Company
and U.S. Bank National Association (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders
of the Securities.



Interest. The Securities will bear interest at a rate of 2.75% per year. Interest on
the Securities will accrue from February 6, 2007. Interest will be payable semiannually in arrears
on February 15 and August 15, beginning August 15, 2007, and at maturity.



Interest will be paid to the person in whose name a Security is registered at the close of
business on the February 1 or August 1, as the case may be, immediately preceding the relevant
Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year
composed of twelve 30-day months.



Ranking. The Securities rank equally in right of payment with all the Company’s
existing and future unsecured senior debt and are senior in right of payment to all of the
Company’s future subordinated debt, if any. The Securities are effectively subordinated to all of
debt and other liabilities, including trade payables and lease obligations, if any, of the
Company’s subsidiaries.



Redemption at the Option of the Company. The Company may not redeem any of the
Securities at its option prior to maturity.



Repurchase by the Company at the Option of the Holder Upon a Fundamental Change.
Subject to the terms and conditions of the Indenture, the Company shall become obligated, at the
option of the Holder, to repurchase the Securities if a Fundamental Change occurs at any time prior
to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest, including
Additional Interest, if any, to, but excluding, the Fundamental Change Repurchase Date, which
amount will be paid in cash.



Withdrawal of Fundamental Change Repurchase Notice. Holders have the right to
withdraw, in whole or in part, any Fundamental Change Repurchase Notice, as the case may be, by
delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of
the Indenture.



Payment of Fundamental Change Repurchase Price. If cash sufficient to pay the
Fundamental Change Repurchase Price of all Securities or portions thereof to be repurchased on a
Fundamental Change Repurchase Date is deposited with the Paying Agent on the Fundamental Change
Repurchase Date, such Securities will cease to be outstanding and interest will cease to accrue on
such Securities (or portions thereof) immediately after such Fundamental Change Repurchase Date,
and the Holder thereof shall have no other rights as such (other than the right to receive the
Fundamental Change Repurchase Price upon surrender of such Security).



Conversion. Subject to and in compliance with the provisions of the Indenture
(including without limitation the conditions of conversion of this Security set forth in Article 6
thereof), the Holder hereof has the right, at its option, to convert the Principal Amount hereof or
any portion of such principal which is $1,000 or an integral multiple thereof, into shares of
Common Stock, or, if the Company has obtained Net Share Settlement Approval in accordance with the
Indenture, cash and shares of Common Stock, if any, in each case at the Conversion Rate. The
initial Conversion Rate is 156.8627 shares of Common Stock per $1,000 Principal Amount of
Securities (equivalent to a conversion price of $6.375), subject to adjustment in certain events
described in the Indenture. Upon conversion, the Company will pay shares of Common Stock or, if
the Company has obtained Net Share Settlement Approval in accordance with the Indenture, cash and
shares of Common Stock if any, based on a Settlement Amount calculated on a proportionate basis for
each day of the Observation Period, as set forth in the Indenture. No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the
Indenture, in respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Securities for conversion. Securities in respect of which a Holder is exercising
its right to require repurchase on a Fundamental Change Repurchase Date may be converted only if
such Holder withdraws its election to exercise such right in accordance with the terms of the
Indenture.



In the event of a deposit or withdrawal of an interest in this Security, including an
exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the rules and procedures of the Depositary.



Subject to certain limitations in the Indenture, at any time when the Company is not subject
to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, upon the
request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder, to the extent required to
permit compliance by any such Holder with Rule 144A under the Securities Act. “Rule 144A
Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto).



If an Event of Default shall occur and be continuing, the Principal Amount plus interest,
including Additional Interest, if any, through such date on all the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate
Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of any
provision of or applicable to this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.



As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding
Securities shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it,
the Trustee shall not have received from the Holders of a majority in Principal Amount of
Outstanding Securities a direction inconsistent with such request, and the Trustee shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of the Principal Amount or Fundamental Change
Repurchase Price hereof on or after the respective due dates expressed herein.



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the Principal Amount or Fundamental Change Repurchase Price of, and interest, including Additional
Interest, if any, on, this Security at the times, place and rate, and in the coin or currency,
herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations and for the same
aggregate Principal Amount, will be issued to the designated transferee or transferees.



The Securities are issuable only in registered form in denominations of $1,000 and any
integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain
limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount
of Securities of a different authorized denomination, as requested by the Holder surrendering the
same.



No service charge shall be made for any such registration of transfer or exchange, but the
Company and the Security Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



This Security shall be governed by and construed in accordance with the laws of the State of
New York.



All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



5



ASSIGNMENT FORM




If you want to assign this Security, fill in the form below and have your signature
guaranteed:



I or we assign and transfer this Security to:



(Print or type name, address and zip code and social security or tax ID number of assignee)



and irrevocably appoint      agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.



Date:      Signed:     



(Sign exactly as your name appears on the other side of this Security)




Signature Guarantee:



Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



6



In connection with any transfer of this Security occurring prior to the date which is the
earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration
statement under the Securities Act, as amended (the “Securities Act”), covering resales of this
Security (which effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the second anniversary of the Issue Date set forth on the face of this Security,
the undersigned confirms that it has not utilized any general solicitation or general advertising
in connection with the transfer and that this Security is being transferred:



[Check One]




	 	 	 	 	 
	(1)

	 	£
	 	to the Company or a subsidiary thereof; or
	 
	 	 	 	 
	(2)

	 	£
	 	to a “Qualified Institutional Buyer” pursuant

to and in compliance with Rule 144A under the

Securities Act; or
	 
	 	 	 	 
	(3)

	 	£
	 	pursuant to the exemption from registration

provided by Rule 144 under the Securities

Act.






Unless one of the above boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any Person other than the registered Holder thereof,
provided that if box (3) is checked, the Company may require (and shall deliver to the Trustee and
the Security Registrar), prior to registering any such transfer of the Securities, in its sole
discretion, such legal opinions, certifications and other information as the Company may reasonably
request to confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.



If none of the foregoing boxes is checked, the Trustee or Security Registrar shall not be
obligated to register this Security in the name of any Person other than the Holder hereof unless
and until the conditions to any such transfer of registration set forth herein and in Section 3.10
of the Indenture shall have been satisfied.



Date: Signed:




(Sign exactly as your name appears on the other
side of this Security)



Signature Guarantee:



Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



7



TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



Date: Signed:



NOTICE: To be executed by an executive officer.



8



CONVERSION NOTICE




If you want to convert this Security into Common Stock of the Company, check the box: £



To convert only part of this Security, state the Principal Amount to be converted (which must
be $1,000 or an integral multiple of $1,000):



$     



If you want the stock certificate, if any, made out in another person’s name, fill in the form
below:



(Insert other person’s social security or tax ID no.)




(Print or type other person’s name, address and zip code)




Date:      Signed:      



(Sign exactly as your name appears on the other side of this Security)



Signature Guarantee:



Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.




9