Common use of CONVERSION NOTICE Clause in Contracts

CONVERSION NOTICE. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. The undersigned registered owner of To convert this Note hereby exercises into shares of the option to Common Stock of the Company, check the box ¨ To convert only part of this Note, or state the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than allwhich must be $1,000 or an integral multiple of $1,000): $ ,000 NOTICEIf you want the stock certificate made out in another Person’s name fill in the form below: The above signature(s(Insert the other Person’s soc. sec. or tax ID no.) of the Holder(s(Print or type other Person’s name, address and zip code) hereof must correspond with the name as written upon the face of the Note Date: Your Signature: Signature Guaranteed Participant in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number Toa Recognized Signature Guarantee Medallion Program By: Authorized Signatory U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx 000 Xxxxxx St. XxxxXxxxxx, MN 55107-2292 Facsimile No.00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 AttentionAttn: [__] Corporate Trust Services The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Restoration Hardware Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is equal to $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Special Interest Payment Date, if any Special Interest shall then be accruing, accrued and unpaid interest, if any, Special Interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowCertificate Number: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.. [Include for Global Note] In connection with any transfer of any of the Notes within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $ principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: ¨ A transfer of the Surrendered Notes is made to the Company or any of its Subsidiaries; or ¨ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or ¨ The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act; or ¨ The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act. The undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). Date: By: Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:

CONVERSION NOTICE. To: INTERLIANT, INC. The undersigned registered owner Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, at any time following the date of original issuance thereof, into cash, shares of Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any cash check in payment for any a fractional share, share and any Notes Security representing any unconverted principal amount hereof, be issued and delivered to the registered Holder owner hereof unless a different name and address has been indicated provided below. If any Common Stock shares or any portion of this Note Security not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any taxes payable with respect thereto and is delivering herewith a certificate in accordance with proper form certifying that the Indentureapplicable restrictions on transfer have been complied with. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteSecurity. Capitalized terms used herein but not defined shall have Dated: By: Signature of Registered Holder* If shares or Securities are to be registered in Principal amount to be the meanings ascribed to name of a Person other than the Holder, converted (if less than please print such terms in the Indenture. Signature(s) Signature Guarantee Person's name and address: all):$______,000 ------------------------------------------ Name ------------------------------------------ Social Security or Taxpayer Identification Number ------------------------------------------ Street Address ------------------------------------------ City, State and Zip Code * Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares shares of Common Stock are to be delivered, or unconverted Securities are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile Noowner.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and Common Stock, as applicable, Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Debenture registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the name of the registered holder. Fill in for registration of shares of Common Stock if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services MailcodeTO: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably acknowledges receipt of a notice from HC2 Holdings, Inc. Mentor Graphics Corporation (the “Company”) as to the occurrence of a Fundamental Change of Control with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) repay the entire principal amount of this NoteDebenture, or the portion thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excluding, such Fundamental Change Purchase Daterepayment date, to the registered holder hereof. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.Dated:

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cashcash and, to the extent the Company elects, shares of Common Stock or a combination of cash and Common Stock, as applicable, Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, if any, together with any cash the check in payment for any the Daily Principal Amounts and fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Dated: Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Debenture registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the name Securities Exchange Act of the registered holder1934, as amended. Fill in for the registration of shares of Common Stock if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services MailcodeTO: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably acknowledges receipt of a notice from HC2 Holdings, Inc. Mentor Graphics Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) repay the entire principal amount of this NoteDebenture, or the portion thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excludingnot including, such Fundamental Change Purchase Daterepayment date, to the extent provided in the Indenture, to the registered holder hereof. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowDated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note Debenture in every particular without alteration or enlargement or any change whatever.. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number: TO: MENTOR GRAPHICS CORPORATION Pursuant to its rights under Section 3.04 of the Indenture referred to in this Debenture, the undersigned registered owner of this Debenture hereby requests and instructs Mentor Graphics Corporation (the “Company”) to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but not including, such repayment date, to the extent provided in the Indenture, to the registered holder hereof. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number:

CONVERSION NOTICE. To convert this Security, check the box: c To convert only part of this Security, state the Principal Amount at Maturity to be converted (must be $1,000 Principal Amount at Maturity or an integral multiple of $1,000 Principal Amount at Maturity): $[ ]. If you want the Cash paid to another person or the stock certificate, if any, made out in another person’s name, fill in the form below: and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ____________________ *The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. SCHEDULE OF EXCHANGES OF SECURITIES3 The following exchanges of a part of this Global Security for an interest in another Global Security or for Securities in certificated form, have been made: ____________________ 3 The schedule should be included only if the Security is a Global Security. To: Meritor, Inc. 0000 Xxxx Xxxxx Xxxx Xxxx, Xxxxxxxx 00000 Attention: General Counsel The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsMeritor, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions Section 3.09 of the Indenture referred to in this Note Security (1) the entire principal amount Principal Amount at Maturity of this NoteSecurity, or the portion thereof (that is $1,000 principal amount Principal Amount at Maturity or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical NotesCertificated Securities, the certificate numbers of the Notes Securities to be repurchased purchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount Amount at Maturity to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note Security in every particular without alteration or enlargement or any change whatever. To: Meritor, Inc. 0000 Xxxx Xxxxx Xxxx Xxxx, Xxxxxxxx 00000 Attention: General Counsel The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Meritor, Inc. (the “Company”) regarding the right of Holders to elect to require the Company to purchase the entire Principal Amount at Maturity of this Security, or the portion thereof (that is $1,000 Principal Amount at Maturity or an integral multiple thereof) below designated, in accordance with the applicable provisions of the Indenture referred to in this Security, at the Purchase Price to the registered Holder hereof. In the case of certificated Securities, the certificate numbers of the Securities to be purchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal Amount at Maturity to be repaid (if less than all): $_____,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF TRANSFER RESTRICTED SECURITIES4 Re: 7.875% Convertible Senior Notes due 2026 (the “Securities”) of Meritor, Inc. This certificate relates to $[ ] Principal Amount at Maturity of Securities owned in (check applicable box) £ book-entry or £ definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.12 of the Indenture dated as of December 4, 2012 between Meritor, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): Such Security is being transferred pursuant to an effective registration statement under the Securities Act. £ Such Security is being acquired for the Transferor’s own account, without transfer. £ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. £ Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer,” in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. £ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ____________________ 4 This certificate should only be included if this Security is a Transfer Restricted Security. £ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A). (Insert Name of Transferor) THIS SUBSIDIARY GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of December 4, 2012, by each of the undersigned (the “Initial Guarantors”, and together with any additional subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I, the “Subsidiary Guarantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), under the Indenture (as defined below), for the benefit of the Holders (as defined in the Indenture) of Securities (as defined below). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Indenture.

CONVERSION NOTICE. To: CheckFree Holdings Corporation. The undersigned registered owner Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, at any time following the date of original issuance thereof, into cash, shares of Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture and the First Supplemental Indenture referred to in this NoteSecurity, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any cash check in payment for any a fractional share, share and any Notes Security representing any unconverted principal amount hereof, be issued and delivered to the registered Holder owner hereof unless a different name and address has been indicated provided below. If any Common Stock shares or any portion of this Note Security not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any taxes payable with respect thereto and is delivering herewith a certificate in accordance with proper form certifying that the Indentureapplicable restrictions on transfer have been complied with. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteSecurity. Capitalized terms used herein but not defined shall have The undersigned hereby agrees that, promptly after request of the meanings ascribed Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to such terms time, request. Dated: __________________ Signature* Signature Guaranty If shares or Securities are to be registered Principal amount to in the Indenture. Signature(s) Signature Guarantee name of a Person other than the be converted (if less than all): Holder, please print such Person's name ($______________,000 and address.* ---------------------------------- ---------------------------------- Name Social Security or Taxpayer Identification Number Strexx Xxxxxxx Xxxx, Xxxxx xxx Zip Code * Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares shares of Common Stock are to be delivered, or unconverted Securities are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile Noowner.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. The undersigned registered owner If you want to convert this Note into Common Stock of the Company, check the box: □ To convert only part of this Note, state the Principal Amount to be converted: $_____________________ If you want the share 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) By electing to convert this Note into Common Stock of the Company, you represent as of the date hereof that, after giving effect to the conversion of this Note hereby exercises pursuant to this Conversion Notice, you will not beneficially own (as defined in Rule 13d-3 under the option to convert this NoteExchange Act), more than 4.99% or 9.99% (as applicable) of the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated belowCompany. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Wilmington Savings Fund Society, FSB 500 Xxxxxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.– Gevo 12.0% Convertible Senior Secured Notes Facsimile: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsGevo, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) 100% of the entire principal amount Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and plus (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date, plus (3) an amount equal to 14% of the amount specified in (1) above. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $_________,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Reference is made to the Indenture, dated as of January 10, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of Section 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with a certificate of its non-U.S. Person status on an applicable IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20__ Reference is made to the Indenture, dated as of January 10, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record owner of Note(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Note(s), (iii) with respect to the Note(s), neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an applicable IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an applicable IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20__ This is one of the Notes referred to in the within-mentioned Indenture. Wilmington Savings Fund Society, FSB, as Trustee By: Authorized Signatory Date of authentication:_____________________ [Insert the date of the Business Day on which this Certificate is delivered to the Trustee] Each of the undersigned officers of Gevo, Inc., a Delaware corporation (the “Company”) does hereby certify, in connection with the occurrence of the Free Trade Date on [date] in respect of $[add Principal Amount] of the Company’s 12% Convertible Senior Secured Notes due 2020/2021 (CUSIP: [insert restricted CUSIP number]) (the “Notes”) pursuant to the terms of the Indenture dated as of January 10, 2020 (as may be amended or supplemented and in effect on the date hereof, the “Indenture”) by and among the Company, the Guarantors party thereto, and Wilmington Savings Fund Society, FSB (the “Trustee”), that:

CONVERSION NOTICE. The undersigned registered owner If you want to convert this Note into Common Stock of the Company, check the box: ☐ To convert only part of this Note, state the Principal Amount to be converted: $ If you want the share 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) By electing to convert this Note into Common Stock of the Company, you represent as of the date hereof that, after giving effect to the conversion of this Note hereby exercises pursuant to this Conversion Notice, you will not beneficially own (as defined in Rule 13d-3 under the option to convert this NoteExchange Act), more than 4.99% or 9.99% (as applicable) of the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated belowCompany. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Wilmington Savings Fund Society, FSB 000 Xxxxxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.– Gevo 12.0% Convertible Senior Secured Notes Facsimile: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsGevo, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) 100% of the entire principal amount Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and plus (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. , plus (3) an amount equal to the aggregate amount of interest payments that would have been payable on this Note from the last day through which interest was paid through and including the Maturity Date (determined as if such repurchase did not occur) In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Reference is made to the Indenture, dated as of [●], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of Section 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with a certificate of its non-U.S. Person status on an applicable IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20 Reference is made to the Indenture, dated as of [●], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record owner of Note(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Note(s), (iii) with respect to the Note(s), neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an applicable IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an applicable IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20 This is one of the Notes referred to in the within-mentioned Indenture. Wilmington Savings Fund Society, FSB, as Trustee By: Date of authentication:

CONVERSION NOTICE. TO: NII HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of NII Holdings, Inc. and/or cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock the shares issuable and deliverable and/or cash payable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted or a check for cash payable are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Name of holder or underlying participant of Depository Signature(s) Signature Guarantee Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Note registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the name of the registered holder. Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services MailcodeTO: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. XxxxNII HOLDINGS, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] INC. WILMINGTON TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from HC2 NII Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) redeem the entire principal amount of this Note, or the portion thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excluding, such the Fundamental Change Purchase Repurchase Date, to the registered holder hereof. In Capitalized terms used herein but not defined shall have the case of Physical Notes, meanings ascribed to such terms in the certificate numbers of the Notes to be repurchased are as set forth belowIndenture. Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.)

CONVERSION NOTICE. To: The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any cash for shares issuable and deliverable or check in payment of any fractional shareMake-Whole Interest Payment, if any, and any Notes check in payment for fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 17AD-15 if Ordinary Shares shares of Common Stock are to be issued, or Notes are Debentures to be delivered, other than to and in the name of the registered holder. Signature Guarantee Fill in for registration of shares if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. XxxxFor value received hereby sell(s), MN 55107-2292 Facsimile No.: assign(s) and transfer(s) unto (000Please insert social security or Taxpayer Identification Number of assignee) 000-0000 Attention: [__] The the Debenture, and hereby irrevocably constitutes and appoints attorney to transfer the said Debenture on the books of the Company, with full power of substitution in the premises. Unless the appropriate box below is checked, the undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect confirms that such Debenture is not being transferred to the Company and specifying the Fundamental Change Purchase Date and requests and instructs or an “affiliate” of the Company to pay to as defined in Rule 144 under the registered holder hereof in accordance with the applicable provisions Securities Act of 1933, as amended (an “Affiliate”). ¨ The transferee is an Affiliate of the Indenture referred to in this Note (1) Company ¨ The transferee is the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowCompany Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17AD-15 if shares of Common Stock are to be repaid (if less issued, or Debentures are to be delivered, other than all): $______,000 NOTICE: The above signature(s) to and in the name of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.registered holder. Signature Guarantee

CONVERSION NOTICE. The undersigned registered owner If you want to convert this Note into Common Stock of the Company, check the box: ☐ To convert only part of this Note, state the Principal Amount to be converted: $ If you want the share 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) By electing to convert this Note into Common Stock of the Company, you represent as of the date hereof that, after giving effect to the conversion of this Note hereby exercises pursuant to this Conversion Notice, you will not beneficially own (as defined in Rule 13d-3 under the option to convert this NoteExchange Act), more than 4.99% or 9.99% (as applicable) of the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated belowCompany. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Wilmington Savings Fund Society, FSB 000 Xxxxxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.– Gevo 12.0% Convertible Senior Secured Notes Facsimile: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsGevo, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) 100% of the entire principal amount Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and plus (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. , plus (3) an amount equal to the aggregate amount of interest payments that would have been payable on this Note from the last day through which interest was paid through and including the Maturity Date (determined as if such repurchase did not occur) In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Reference is made to the Indenture, dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of Section 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with a certificate of its non-U.S. Person status on an applicable IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20 Reference is made to the Indenture, dated as of June 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among GEVO, INC., a Delaware corporation (the “Issuer”), the Guarantors named therein, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee. Pursuant to the provisions of 6.05 of the Indenture, the undersigned hereby certifies that (i) it is the sole record owner of Note(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Note(s), (iii) with respect to the Note(s), neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Trustee and the Issuer with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an applicable IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an applicable IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Trustee and the Issuer, and (2) the undersigned shall have at all times furnished the Trustee and the Issuer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF HOLDER] By: Name: Title: [ADDRESS] Dated: , 20 This is one of the Notes referred to in the within-mentioned Indenture. Wilmington Savings Fund Society, FSB, as Trustee By: Authorized Signatory Date of authentication:_____________________

CONVERSION NOTICE. The undersigned registered owner If you want to convert this Note into Common Stock of the Company, check the box: ¨ To convert only part of this Note, state the Principal Amount to be converted: $ If you want the share 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) By electing to convert this Note into Common Stock of the Company, you represent as of the date hereof that, after giving effect to the conversion of this Note hereby exercises pursuant to this Conversion Notice, you will not beneficially own (as defined in Rule 13d-3 under the option to convert this NoteExchange Act), more than 4.99% or 9.99% (as applicable) of the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated belowCompany. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Wilmington Savings Fund Society, FSB 000 Xxxxxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.– Gevo 10.0% Convertible Senior Secured Notes Facsimile: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsGevo, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) 100% of the entire principal amount Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and plus (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. , plus (3) an amount equal to the aggregate amount of interest payments that would have been payable on this Note from the last day through which interest was paid through and including the Maturity Date (determined as if such repurchase did not occur) In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cashcash and, if applicable, shares of Common Stock or a combination of cash and Common Stock, as applicable, Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, if any, together with any cash the check in payment for any the Conversion Value and fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ______________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Debenture registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the name Securities Exchange Act of the registered holder1934, as amended. Fill in for the registration of shares of Common Stock if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. $____________________ Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] _____________ TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably acknowledges receipt of a notice from HC2 Holdings, Inc. Mentor Graphics Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) repay the entire principal amount of this NoteDebenture, or the portion thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excludingnot including, such Fundamental Change Purchase Daterepayment date, to the registered holder hereof. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowDated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.________________ Signature(s)

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cashcash and, if applicable, shares of Common Stock or a combination of cash and Common Stock, as applicable, Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, if any, together with any cash the check in payment for any the Conversion Value and fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Dated: Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Debenture registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ________________________ Signature Guarantee Fill in the name of the registered holder. Fill in for registration of shares of Common Stock if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services MailcodeTO: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably acknowledges receipt of a notice from HC2 Holdings, Inc. Mentor Graphics Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) repay the entire principal amount of this NoteDebenture, or the portion thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excludingnot including, such Fundamental Change Purchase Daterepayment date, to the registered holder hereof. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowDated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note Debenture in every particular without alteration or enlargement or any change whatever.. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number: _____________________________________ TO: MENTOR GRAPHICS CORPORATION Pursuant to its rights under Section 3.05 of the Indenture referred to in this Debenture, the undersigned registered owner of this Debenture hereby requests and instructs Mentor Graphics Corporation (the “Company”) to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but not including, such repayment date, to the registered holder hereof. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number: _____________________________________

CONVERSION NOTICE. The undersigned registered owner of To convert this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms Early Conversion provisions of the Indenture referred to in Indenture, check the box: ☐ To convert only part of this Note, and directs that state the principal amount to be converted (in minimum denomination equal to $2,000 or any cash payable and any integral $1,000 multiple in excess thereof): If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and deliverable upon zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered other guarantee program acceptable to the registered Holder hereof unless a different name and address has Trustee.) The following increases or decreases in this Global Note have been indicated below. If any Common Stock or any portion made: Date Amount of decrease in Principal Amount of this Global Note not converted are Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: LEGACY RESERVES LP, 000 X. XXXX XXXXXX, XXXXX 0000, XXXXXXX, XXXXX 00000, ATTENTION: CHIEF FINANCIAL OFFICER OR GENERAL COUNSEL. */ If the Note is to be issued in global form add the name Global Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” All references to “Additional Interest” in the Note shall be deleted unless, at the date of issuance of the Exchange Note, any default in registration under any Registration Rights Agreement has occurred with respect to the related Notes during the interest period in which such date of issuance occurs. No. [ ] $ [ ] Legacy Reserves LP, a Person other than the undersignedDelaware limited partnership, and Legacy Reserves Finance Corporation, a Delaware corporation, jointly and severally promise to pay to , or registered assigns, the undersigned will pay all documentaryprincipal sum of Dollars on September 20, stamp 2023 [or similar issue such greater or transfer taxeslesser amount as may be indicated on Schedule A hereto].1 Interest Payment Dates: June 1 and December 1. Record Dates: May 15 and November 15. Additional provisions of this Note are set forth on the other side of this Note. By: LEGACY RESERVES GP, if any LLC, its general partner By: Name: Title: By: Name: Title: 1 If this Note is a Global Note, add this provision. TRUSTEE’S CERTIFICATE OF AUTHENTICATION Wilmington Trust, National Association, as Trustee, certifies that this is one of the Notes referred to in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. By Authorized Signatory Dated: Capitalized terms used herein but not defined shall have the meanings ascribed assigned to such terms them in the Indenture. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whateverunless otherwise indicated.

CONVERSION NOTICE. To convert this Security into Common Stock, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a multiple of $1,000): $ . If you want the stock certificate made out in another person's name, fill in the form below: (Insert assignee's soc. sec. or tax I.D. no.) (Print or type assignee's name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To: Computer Network Technology Corporation The undersigned registered owner of this Note Security hereby exercises irrevocably acknowledges receipt of a notice from Computer Network Technology Corporation (the option "Company") as to convert the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this NoteSecurity, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversionSecurity at the Change in Control Purchase Price, together with any cash for any fractional shareaccrued interest to, and any Notes representing any unconverted principal amount hereofbut excluding, be issued and delivered such date, to the registered Holder hereof unless a different name and address has been indicated belowhereof. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Date: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) a qualified guarantor institution with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in under the name Securities Exchange Act of the registered holder1934. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Signature Guaranty Principal amount to be converted redeemed (in an integral multiple of $1,000, if less than all): $ ,000 NOTICENotice: The above signature(s) of signature to the Holder(s) hereof foregoing Election must correspond with to the name Name as written upon the face of the Note this Security in every particular particular, without alteration or enlargement or any change whateverwhatsoever. Social Security The following exchanges, redemptions, repurchases or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner conversions of a part of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social global Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.have been made:

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned registered owner Holder of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, at any time following the date of original issuance thereof, into cash, shares of Common Stock or a combination of plus cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any check in payment for a fractional share and/or the plus cash for any fractional shareamount, as applicable, and any Notes Note representing any unconverted principal amount hereof, be issued and delivered to the registered Holder owner hereof unless a different name and address has been indicated provided below. If any Common Stock shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any taxes payable with respect thereto and is delivering herewith a certificate in accordance with proper form certifying that the Indentureapplicable restrictions on transfer have been complied with. Any amount required to be paid to by the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed Dated: By: --------------------- Signature of Registered Holder* If shares or Notes are to such terms be Principal amount to be registered in the Indenture. Signature(s) Signature Guarantee name of a converted (if less than all): Person other than the Holder, $______,000 please print such Person's name and address: -------------------------------- Name -------------------------------- Social Security or Taxpayer Identification Number -------------------------------- Street Address -------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares shares of Common Stock are to be delivered, or unconverted Notes are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile Noowner.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. The undersigned registered owner of this Note hereby exercises the option If you want to convert this NoteSecurity into Common Stock of the Company, or check the portion hereof box: ¨ To convert only part of this Security, state the principal amount to be converted (that is which must be $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination multiple of cash and Common Stock$1,000): $ If you want the stock certificate made out in another person’s name, fill in the form below: Date: Signed: (Sign exactly as applicable, in accordance with your name appears on the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion other side of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(sSecurity) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Security Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended. Social Security or Other Taxpayer Identification Number To: , U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 [633 Xxxx 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 00000] Attention: [__Corporate Trust Services] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Re: American Medical Services Holdings, Inc. (the “Company”) as to the occurrence of [·]% Convertible Senior Subordinated Notes due 2041 This is a Fundamental Change with respect Repurchase Notice as defined in Section 9.01(a) of the Indenture dated as of [ ], 2009 (the “Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Securities: I intend to deliver the following aggregate principal amount of Securities for purchase by the Company and specifying pursuant to Section 9.01 of the Indenture (in multiples of $1,000): $ I hereby agree that the Securities will be purchased as of the Fundamental Change Purchase Repurchase Date and requests and instructs the Company to pay pursuant to the registered holder hereof terms and conditions thereof and of the Indenture. 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 applicable provisions Securities Exchange Act of 1934, as amended. , U.S. Bank National Association [633 Xxxx 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000] Attention: [Corporate Trust Services] Re: American Medical Services Holdings, Inc. (the “Company”) [·]% Convertible Senior Subordinated Notes due 2041 This is a Repurchase Election Notice as defined in Section 10.01(b) of the Indenture referred dated as of [ ], 2009 (the “Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in this Note (1) the entire Indenture. Certificate No(s). of Securities: I intend to deliver the following aggregate principal amount of Securities for purchase by the Company pursuant to Section 10.01 of the Indenture (in multiples of $1,000): $ I hereby agree that the Securities will be purchased as of the Repurchase Date pursuant to the terms and conditions thereof and of the Indenture. 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 the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designatedin substitution for, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment DateSTAMP, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond all in accordance with the name Securities Exchange Act of 1934, as written upon the face of the Note in every particular without alteration or enlargement or any change whateveramended.

CONVERSION NOTICE. The undersigned registered owner of To convert this Note hereby exercises into Common Stock of the option to Issuer, check the box: ¨ To convert only part of this Note, or state the portion hereof (that is $1,000 principal amount to be converted (must be $1.00 or an a integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below$1.00): $ . If any Common Stock or any portion you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(sSecurity) *Signature Guarantee Signature(s) guaranteed by: By: * Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and in the name of the registered holder. Fill in for registration of shares if to be issuedSTAMP, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof all in accordance with the applicable provisions Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: /1/ This should be included only if the Note is issued in global form. GUARANTEE SUPPLEMENT dated as of , by [NAME OF ADDITIONAL GUARANTOR], a duly organized under and validly existing under the laws of (the “Additional Guarantor”), in favor of Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Pursuant to an Indenture dated as of [December ], 2004 (the “Indenture”), by and among Global Crossing Limited, a company duly organized and validly existing under the laws of Bermuda (the “Issuer”), Global Crossing (UK) Telecommunications Limited, a company organized under the laws of England and Wales (“GCUK Telecom”), the other entities identified on the signature pages thereto under the caption “UK ENTITIES” (collectively, the “UK Entities”), and the other entities identified on the signature pages thereto under the caption “GUARANTORS” (such other entities (excluding the UK Entities), and any entity that shall become a Guarantor thereunder pursuant to Section 4.19 thereof, being therein and herein called the “Guarantors” and, together with the Issuer and the UK Entities, the “Credit Parties”) and the Trustee, the Issuer has issued $250,000,000 of its 4.7% Senior Secured Mandatory Convertible Notes due 2008 (the “Notes”) and the Guarantors have unconditionally guaranteed all of the obligations of the Issuer under and in respect of the Notes. As required under Section 4.19 of the Indenture, the Additional Guarantor hereby agrees to become a “Guarantor” and a “Credit Party” under and for all purposes of the Indenture referred to in this Note (1) and the entire principal amount of this Note, or Global Security Agreement. Without limiting the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notesforegoing, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.Additional Guarantor:

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cashcash and, if applicable, shares of Common Stock or a combination of cash and Common Stock, as applicable, Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, if any, together with any cash the check in payment for any the Conversion Value and fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name and address has been indicated below. If any Common Stock shares or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with the Indenturerespect thereto. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteDebenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Dated: Signature(s) must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Debenture registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in accordance with the name Securities Exchange Act of the registered holder1934, as amended. Fill in for the registration of shares of Common Stock if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number ToNumber: U.S. Bank National Association Global Corporate Trust Services MailcodeTO: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note Debenture hereby irrevocably acknowledges receipt of a notice from HC2 Holdings, Inc. Mentor Graphics Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) repay the entire principal amount of this NoteDebenture, or the portion thereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on entire principal amount or prior to the corresponding Interest Payment Dateportion thereof, together with accrued and unpaid interest, if any, thereon interest to, but excludingnot including, such Fundamental Change Purchase Daterepayment date, to the registered holder hereof. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth belowDated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note Debenture in every particular without alteration or enlargement or any change whatever.. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number: TO: MENTOR GRAPHICS CORPORATION Pursuant to its rights under Section 3.05 of the Indenture referred to in this Debenture, the undersigned registered owner of this Debenture hereby requests and instructs Mentor Graphics Corporation (the “Company”) to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but not including, such repayment date, to the registered holder hereof. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Principal amount to be repaid (if less than all): $ Social Security or Other Tax Identification Number:

CONVERSION NOTICE. The undersigned registered owner of this Note hereby exercises the option If you want to convert this Note into Common Stock of the Company, check the box: □ To convert only part of this Note, or state the portion hereof Principal Amount to be converted (that is which must be $1,000 principal amount or an integral multiple of $1,000 in excess thereof): $_____________________ If you want the share 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.) below designated(Print or type other Person’s name, address and zip code) By electing to convert this Note into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteCompany, and directs that any cash payable and any Common Stock issuable and deliverable upon such conversionyou represent as of the date hereof that, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered after giving effect to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion conversion of this Note pursuant to this Conversion Notice, you will not converted are to be issued beneficially own (as defined in Rule 13d-3 under the name Exchange Act), more than 9.99% of a Person other than the undersigned, Common Stock of the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the IndentureCompany. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) Guarantee: Note: Signatures must be guaranteed by an “eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to program” as may be issueddetermined by the Registrar in addition to, or Notes are to be deliveredin substitution for, other than to and STAMP, all in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond accordance with the name Securities Exchange Act of 1934, as written upon the face amended. [Form of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number Fundamental Change Repurchase Notice] To: U.S. Bank National Association Global Wilmington Savings Fund Society, FSB 000 Xxxxxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.– Endeavour 6.5% Convertible Notes Facsimile: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. Endeavour International Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) 101% of the entire principal amount Principal Amount of this Note, or the portion thereof (that is is, a minimum of $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $_________,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned registered owner Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, at any time following the date of original issuance thereof, into cash, shares of Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that any cash payable and any Common Stock the shares issuable and deliverable upon such conversion, together with any cash check in payment for any a fractional share, share and any Notes Security representing any unconverted principal amount hereof, be issued and delivered to the registered Holder owner hereof unless a different name and address has been indicated provided below. If any Common Stock shares or any portion of this Note Security not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any taxes payable with respect thereto and is delivering herewith a certificate in accordance with proper form certifying that the Indentureapplicable restrictions on transfer have been complied with. Any amount required to be paid to by the undersigned on account of interest accompanies this NoteSecurity. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Dated: By: Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to of Registered Holder* If shares or Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and registered in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, a Person other than to and in the name of the registered holder: (Name) (Street Address) (CityHolder, State and Zip Code) Please please print such Person’s name and address address: Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) Name Social Security or Taxpayer Identification Number Street Address City, State and Zip Code If the principal amount of this Security to be converted in accordance with this conversion notice is to be applied other than pursuant to the default principles of Section 12.13 of the Holder(sIndenture, please check here ___ and describe how it is to be applied in the space provided below. ______________________________________________________________________________________________________________________________ * Signature(s) hereof must correspond be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be delivered, or unconverted Securities are to be issued, other than to and in the name as written upon the face of the Note in every particular without alteration or enlargement or any change whateverregistered owner.

CONVERSION NOTICE. The undersigned registered owner Reference is made to the Certificate of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, Common Stock or a combination of cash and Common Stock, as applicable, in accordance with the terms Designations of the Indenture referred to in this Note, and directs that any cash payable and any Common Series A Preferred Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 HoldingsNxu, Inc. (the “CompanyCertificate of Designations”) as ). In accordance with and pursuant to the occurrence Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, $0.0001 par value per share (the “Preferred Shares”), of Nxu, Inc., a Fundamental Change Delaware corporation (the “Corporation”), indicated below into shares of Class A common stock, $0.0001 value per share (the “Common Stock”), of the Corporation, as of the date specified below. Aggregate number of Preferred Shares to be converted Aggregate Stated Value of such Preferred Shares to be converted: Aggregate accrued and unpaid Dividends with respect to such Preferred Shares and such Aggregate Dividends to be converted: AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: Please confirm the Company following information: Conversion Price: Number of shares of Common Stock to be issued: Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: ¨ Check here if requesting delivery as a certificate to the following name and specifying to the Fundamental Change Purchase Date following address: Issue to: ¨ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID: Facsimile: Email: THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Principal Amount: $250,000 December 27, 2023 FOR VALUE RECEIVED, the undersigned, Lynks Motor Corporation, a Delaware corporation (together with its successors and requests and instructs assigns, the Company “Maker”), having a principal business address of 3000 Xxx Xxxxx Xx., Xxxxx 000- 000, Xxxxxx, XX 00000, hereby promises to pay to the registered holder hereof order of Nxu, Inc., a Delaware corporation (together with its successors and assigns, the “Payee”), having a principal business address of 1000 X. Xxxxxx Rd., Suite 116, Mesa, AZ 85205, the aggregate principal sum of Two Hundred Fifty Thousand Dollars ($250,000) upon the terms and subject to the conditions set forth below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or . The Maker and the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during Payee together shall be referred to as the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever“Parties.”