Common use of Restricted Definitive Note to Unrestricted Definitive Note Clause in Contracts

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. ____________________________[Insert Name of Transferor] By: ________________________________ Name: Title: Dated: ____________________________ [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________________, between _______________________ (the “Guaranteeing Subsidiary”), a subsidiary of ▇▇▇▇▇▇-▇▇▇▇ EDUCATION, INC., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to below.

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. ____________________________[Insert Name of Transferor] By: ________________________________ Name: Title: Dated: ____________________________ [ ] ☐ SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________________, between _______________________ (the “Guaranteeing Subsidiary”), a subsidiary of ▇▇▇▇▇▇-▇▇▇▇ EDUCATIONNESCO Holdings II, INC.Inc., a corporation organized under the laws of the state of Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A.National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to below.

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s 's Exchange of a Restricted Definitive Note of the series referenced above for an Unrestricted Definitive NoteNote of the same series in an equal principal amount, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s 's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerTrustee and the Company. ____________________________[Insert Name of TransferorOwner] By: ________________________________ Name: Title: Dated: ____________________________ [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)▇▇▇▇▇▇ ▇▇▇▇▇▇ Finance Company LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of ________________▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, between __▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1150 Houston, Texas 77056 Attention: Corporate Trust Department Re: _____________________ Title of Note Reference is hereby made to the Indenture, dated as of December 20, 2010 (the “Guaranteeing Subsidiary”"Indenture"), a subsidiary of among ▇▇▇▇▇▇ ▇▇▇▇▇▇ Finance Company LLC, as issuer (the "Company"), ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ EDUCATION, INC.Inc., a Delaware corporation (the “Issuer”)as Guarantor, and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to below.Indenture. In connection with our proposed purchase of $____________ aggregate principal amount of:

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. ____________________________[Insert Name of Transferor] By: ________________________________ Name: Title: Dated: ____________________________ [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________________, between among _______________________ (the “Guaranteeing SubsidiaryGuarantors”), [each] a subsidiary of ▇▇▇▇▇▇-▇▇▇▇ EDUCATION, INC.Verra Mobility Corporation, a Delaware corporation (the “Issuer”)corporation, and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A.National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to below.