Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Units to the Purchaser has have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesUnits, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesUnits, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Units hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesUnits.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any shares of Class A Common Stock into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Units to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesUnits for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesUnits, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Units is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesUnits.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on other requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Investor understands that the offer Investor Shares and sale of the Forward Purchase Shares Warrants (and the Warrant Shares) are being offered and sold to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a it in reliance upon specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that Parent and the Company are relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein to determine the availability of such exemptions and the eligibility of the Investor to acquire the Investor Shares and Warrants (and Warrant Shares). Without limiting the generality of the provisions of the Shareholders Agreement relating to Permitted Loans and the Issuer Agreements referenced therein, the Investor understands that, pursuant to these lawsuntil such time as a registration statement under the Securities Act covering the Investor Shares and/or Warrant Shares and the Warrants, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with as applicable, has been declared effective by the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Investor Shares and/or Warrant Shares, except pursuant as applicable, may be sold without any restriction as to the Registration Rights. The Purchaser further acknowledges number of securities as of a particular date that if an exemption from registration or qualification is available, it may can then be conditioned on various requirements including, but not limited toimmediately sold, the time and manner of salecertificates, to the holding period for extent the Forward Purchase Investor Shares are in certificated form, evidencing the Investor Shares, and requirements the certificates or other instruments representing the Warrants and the Warrant Shares will bear a restrictive legend (and, except with respect to beneficial interests in Investor Shares held through the facilities of The Depository Trust Company, appropriate comparable notations or other arrangements will be made with respect to any uncertificated Investor Shares) in substantially the following form: Without limiting the generality of the provisions of the Shareholders Agreement relating to Permitted Loans and the Issuer Agreements referenced therein, whenever the restrictions imposed by the legend set forth above shall terminate as to any Investor Shares or Warrant Shares, as herein provided, the Investor further understands that it shall, only upon furnishing the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the restrictions imposed by the legend set forth above have terminated as to such Investor Shares or Warrant Shares, be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth above and not containing any other reference to the restrictions imposed by such legend. In addition, for so long as the Investor Shares and Warrant Shares are outside subject to transfer restrictions contained in the Shareholders Agreement, the certificates, to the extent the Investor Shares are in certificated form, representing the Investor Shares and Warrant Shares will also bear the following legend (and, except with respect to beneficial interests in Investor Shares held through the facilities of The Depository Trust Company, appropriate comparable notations or other arrangements will be made with respect to any uncertificated Investor Shares): The Investor understands that no U.S. federal or state agency or any other Governmental Entity has passed upon or made any recommendation or endorsement of the Purchaser’s control, and which Investor Shares or Warrant Shares or the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that fairness or suitability of the Company filed investment in the Registration Statement for Investor Shares or Warrant Shares nor have such authorities passed upon or endorsed the IPO with the SEC. The Purchaser understands that merits of the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Investor Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, the Forward Purchase Shares, the Forward Purchase Warrants, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. the Purchased Securities subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, except in compliance with the U.S. Securities Act and applicable state securities laws. The Purchaser understands acknowledges that the Purchased Securities are “restricted securities,” as such term is defined under Rule 144 of the U.S. Securities Act, and may not be offered, sold, transferred, pledged, or hypothecated to any person in the absence of registration under the U.S. Securities Act or an opinion of counsel satisfactory to the Company that registration is not required and in accordance with all applicable state securities laws. Without limiting the generality or application of any other covenants, representations, warranties or acknowledgements of the Purchaser respecting resale of the Purchased Securities, if the Purchaser decides to offer, sell or otherwise transfer any of the Purchased Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in a transaction satisfying the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities laws and the Subscriber has, prior to such sale, furnished to the Company an opinion of counsel to that effect, which opinion and counsel shall be reasonably satisfactory to the Company; (iv) the Purchased Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of the Forward Purchase Shares Purchased Securities, and it has prior to such sale furnished to the Purchaser has not beenCompany an opinion of counsel to that effect, which opinion and will not be, counsel shall be reasonably satisfactory to the Company; or (v) the Purchased Securities are registered under the Securities Act, by reason of a specific exemption from the registration provisions of the U.S. Securities Act which depends uponand any applicable state laws and regulations governing the offer and sale of such Purchased Securities, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under Company may instruct its registrar and transfer agent not to record any transfer of the Purchased Securities without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.;

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, or any shares of Class A Common Stock into which the Forward Purchase Shares may be converted or exercised, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECStatement. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the its proposed IPO with the SECSEC for review. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that Depositary shall, at the offer request and sale expense of the Forward Purchase Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests therein in the Purchaser has not beenform of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing such deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”). All Restricted Shares, Restricted ADSs and Restricted ADRs shall be of the same class and series as the Shares deposited, and will not bethe ADSs and ADRs issued and outstanding under the Deposit Agreement, registered respectively, subject only to the resale limitations under the Securities ActAct or the rules issued thereunder or to other restrictions on sale or deposit under the laws of the United States, or any state thereof, the United Kingdom, or under the regulations of an applicable securities exchange, and the procedures implemented by reason the Company and the Depositary to promote compliance therewith. The Company shall assist the Depositary in the establishment of a specific exemption from such procedures and agrees that it shall take all steps necessary and satisfactory to the registration Depositary to insure that the establishment of such procedures does not violate the provisions of the Securities Act which depends upon, among or any other thingsapplicable laws. The depositors of such Restricted Shares and the holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the bona fide nature transfer of the investment intent Restricted ADRs and the accuracy Restricted ADSs evidenced thereby or the withdrawal of the Purchaser’s representations Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as expressed hereinthe Depositary or the Company may require. The Purchaser understands Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs, which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific circumstances under which the Restricted ADRs and the Restricted ADSs represented thereby may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be clearly identified on the books of the Depositary as subject to such restrictions on transferability and the procedures under this Section 2.14, and the Restricted Shares so deposited shall, to the extent required by law, be held in a manner as to clearly indicate that the Forward Purchase transferability of such Restricted Shares is limited as compared to the other Deposited Securities held hereunder. The Restricted Shares and the Restricted ADSs shall not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC, unless permitted by the Securities Act or other applicable law. The Restricted ADSs shall be fungible with the ADSs issued under the terms hereof that are “restricted securities” not Restricted ADSs only to the extent permitted by the Securities Act or other applicable law. The Restricted ADRs and the Restricted ADSs evidenced thereby shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel satisfactory to the Depositary setting forth, inter alia, the conditions upon which the Restricted ADR presented is, and the Restricted ADSs evidenced thereby are, transferable by the Holder thereof under applicable U.S. federal and state securities laws and the transfer restrictions contained in the legend set forth on the Restricted ADR presented for transfer. In the event that, pursuant in determining the rights and obligations of parties hereto with respect to these lawsany Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14 or (ii) the applicable Restricted ADR, the Purchaser must hold terms and conditions set forth in this Section 2.14 and of the Forward Purchase Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs. If the Restricted ADRs, the Restricted ADSs and the Restricted Shares indefinitely unless they are registered with cease to be Restricted Securities, the SEC and qualified by state authoritiesDepositary, or upon receipt of (x) an exemption from such registration and qualification requirements is available. The Purchaser acknowledges opinion of counsel satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of such time Restricted Securities, and (y) instructions from the Company has no obligation to register or qualify remove the Forward Purchase restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, except pursuant shall (i) eliminate the distinctions, limitations and restrictions that may have been established to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO promote compliance with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering and any other applicable laws or regulations between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Forward Purchase Deposit Agreement that are not Restricted Shares, (ii) process the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement systems, provided, however, that the removal of the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares and the elimination of the distinctions, limitations and restrictions that may have been established to promote compliance with the Securities Act and any other applicable laws or regulations between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares shall not constitute the deposit of new Shares or the surrender, cancellation or issue of ADRs or ADSs (restricted or otherwise) in respect thereof.

Restricted Securities. The Purchaser understands that the offer and sale of the Director Forward Purchase Shares Units to the Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Director Forward Purchase Shares Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Director Forward Purchase Shares Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Director Forward Purchase SharesUnits for resale, except pursuant as provided in the Form of Registration Rights Agreement filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Director Forward Purchase SharesUnits, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Director Forward Purchase Shares hereunder Units is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Units to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Series A Shares into which the Forward Purchase Securities may be converted or exercised, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares that the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has and the Pubco have no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company or the Pubco which are outside of the Purchaser’s control, and which the Company is or the Pubco are under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed submitted the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed confidentially submitted the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Units have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to the Registration RightsRights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Units and Sponsor Units to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Units and Sponsor Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Units and Sponsor Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Sponsor Units, Forward Purchase SharesUnits, or any Class A Shares into which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesUnits and Sponsor Units, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Units and Sponsor Units is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesUnits and Sponsor Units.

Restricted Securities. The Purchaser Each Investor understands that the offer --------------------- Preferred Shares (and any Conversion Shares) will not be registered at the Closing under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4 of the Forward Purchase Securities Act and that the reliance of the Company on such exemption is predicated in part on such Investor's representations set forth herein. Each Investor represents that it is experienced in evaluating companies such as the Company, is able to fend for itself, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to suffer the total loss of its investment. Each Investor is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Such Investor was not formed solely for the purpose of investing in the Company. Each Investor further represents that it has had access during the course of the transaction and prior to its purchase of the Preferred Shares to such information relating to the Purchaser Company as it has desired and that it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. Each Investor understands that the Preferred Shares (and any Conversion Shares) may not beenbe sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom and will not be, registered that in the absence of an effective registration statement covering the Preferred Shares (or the Conversion Shares) or an available exemption from registration under the Securities Act, by reason the Preferred Shares (and any Conversion Shares) must be held indefinitely. The benefits of a specific exemption from the registration provisions of Rule 144 promulgated under the Securities Act which depends upon, among other thingsare not presently available, the bona fide nature Company has not covenanted to make the benefits of the investment intent such Rule available, and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation present plans to register or qualify make the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is benefits of such Rule available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. (a) The Purchaser Investor understands that the offer Bonds and sale of the Forward Purchase Shares to the Purchaser has Conversion Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Forward Purchase Shares Bonds and the Conversion Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Forward Purchase Shares indefinitely Bonds and such Conversion Securities unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesBonds or the Conversion Securities, and on requirements relating to the Company which are outside of the Purchaser’s Investors’ control, and which the Company is under no obligation and may not be able to satisfy. . (b) The Purchaser acknowledges Investor is an IAI that is acquiring the Company filed the Registration Statement Bonds for its own account or for the IPO with the SEC. The Purchaser understands that the offering account of an IAI, in each case in a minimum principal amount of the Forward Purchase Shares hereunder is not, Bonds of KRW1,000,000 for investment purposes and is not intended with a view to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or for offer or sale in connection with any distribution in violation of the Securities Act Act. (c) The Investor has not offered or sold, and will not offer and sell any Bonds prior to the Resale Termination Date, except as permitted pursuant to Section 3, neither it nor any of its Affiliates has or will engage in any Hedging Transactions involving the Bonds or the Conversion Securities prior to the Maturity Date. The Investor further warrants, represents and covenants as follows: (i) it has not entered into any contractual arrangement with any distributor with respect to such offering the distribution of the Forward Purchase SharesBonds or the Conversion Securities, except with its Affiliates or with the prior written consent of the Company, and (ii) it will not and will ensure that none of its Affiliates will enter into any Hedging Transactions involving the Bonds or the Conversion Securities prior to the Maturity Date.

Restricted Securities. The Purchaser Each of BCE Nexxia Corporation and Bell Canada understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not beenbee▇, and ▇nd will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations BCE Nexxia Corporation and Bell Canada's respresentations as expressed herein. The Purchaser Each of BCE Nexxia Corporation and Bell Canada understands that the Forward Purchase Shares Securities are “restricted "restric▇▇▇ securities” " under applicable U.S. federal and state securities laws laws, and thatit agrees not to transfer the Securities unless the transfer of the Securities is made (i) in accordance with the provisions of Regulation S under the Securities Act, (ii) pursuant to these an effective registration under the Securities Act and qualification under any applicable state securities laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or (iii) pursuant to an available exemption from such registration and qualification requirements is availablerequirements. The Purchaser acknowledges Each of BCE Nexxia Corporation and Bell Canada further agrees not to engage in hedging tran▇▇▇▇ions with regard to the Securities unless in compliance with the Securities Act. Each of BCE Nexxia Corporation and Bell Canada acknowledge that the Company Clearwire Corporation has no obligation n▇ ▇▇ligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant as set forth in that certain Registration Rights Agreement between Clearwire and certain of its stockholders, dated March 16, 2004, and that Clearwire Corporation is required to refuse to register any transfer not made in BCE NEXXIA/CLEARWIRE MASTER SUPPLY AGREEMENT accordance with the Registration Rights. The Purchaser provisions of this Section 3.2 (d) Each of BCE Nexxia Corporation and Bell Canada further acknowledges that if an exemption from registration fr▇▇ ▇egistration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company Clearwire Corporation which are outside of the Purchaser’s its control, and which the Company Clearwire Corporation is under no obligation to satisfy and may not be able to satisfy. The Purchaser Each of BCE Nexxia Corporation and Bell Canada also acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of certificates repr▇▇▇▇ting the Securities Act with respect to such offering of shall bear the Forward Purchase Sharesrestrictive legends required under applicable federal and state securities laws and the Stockholders Agreement (as defined below).

Restricted Securities. The Purchaser GPC understands that the offer and sale of the Forward Purchase NEOTHERAPEUTICS Shares to the Purchaser has have not been, and will not not, prior to issuance under Section 9.1(c), be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s GPC's representations as expressed herein. The Purchaser GPC understands that the Forward Purchase NEOTHERAPEUTICS Shares are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser GPC must hold the Forward Purchase NEOTHERAPEUTICS Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser GPC acknowledges that the Company NEOTHERAPEUTICS has no obligation to register or qualify the Forward Purchase Shares, NEOTHERAPEUTICS Shares for resale except pursuant to as set forth in the Registration RightsRights Agreement to be entered into as provided in Section 9.1(c). The Purchaser GPC further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase NEOTHERAPEUTICS Shares, and on requirements relating to the Company NEOTHERAPEUTICS which are outside of the Purchaser’s GPC's control, and which the Company NEOTHERAPEUTICS is under no obligation and may not be able to satisfy. The Purchaser GPC acknowledges that NEOTHERAPEUTICS will make a notation on its stock books regarding the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, restrictions on transfers set forth in this Section 2.3 and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely transfer securities on the protection books of Section 11 of NEOTHERAPEUTICS only to the Securities Act with respect to such offering of the Forward Purchase Sharesextent not inconsistent therewith.

Restricted Securities. The Purchaser Option Holder understands that the offer and sale of the Forward Purchase Shares Co-Investment Securities to the Purchaser has not been, and Option Holder upon exercise of the Option will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserOption Holder’s representations as expressed herein. The Purchaser Option Holder understands that the Forward Purchase Shares are Co-Investment Securities will be “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Option Holder must hold the Forward Purchase Shares Co-Investment Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Option Holder acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesCo-Investment Securities, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser Option Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesCo-Investment Securities, and on requirements relating to the Company which are outside of the PurchaserOption Holder’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser Option Holder acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser Option Holder understands that the offering of the Forward Purchase Shares transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser Option Holder will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the Company’s IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.. ​

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser This Warrant has not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from nor pursuant to the registration provisions of the securities or other laws of any other applicable jurisdictions, in reliance upon certain exemptions under applicable state and federal laws. This Warrant is issued to the Holder in reliance upon such fact based on the Holder's representations, warranties and agreements. If, at the time of any transfer or exchange (other than a transfer or exchange not involving a change in the beneficial ownership of such Warrant or Warrant Shares) of a Warrant or Warrant Shares, such Warrant or Warrant Shares shall not be registered under the Securities Act which depends upon, among other thingsAct, the bona fide nature Company may require, as a condition of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands allowing such transfer or exchange, that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and thatHolder or transferee of such Warrant or Warrant Shares, pursuant as the case may be, furnish to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation an opinion of counsel reasonably acceptable to register the Company to the effect that such transfer or qualify exchange may be made without registration under the Forward Purchase Shares, except Securities Act. In the case of such transfer or exchange and in the case of an exercise of a Warrant if the Warrant Shares to be issued thereupon are not registered pursuant to the Registration RightsSecurities Act, the Company may require a written statement that such Warrant or Warrant Shares, as the case may be, are being acquired for investment and not with a view to the distribution thereof. The Purchaser further acknowledges that certificates evidencing the Warrant Shares issued on the exercise of the Warrant shall, if an exemption from such Warrant Shares are being sold or transferred without registration or qualification is availableunder the Securities Act, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating bear a legend to the Company which are outside of effect that the Purchaser’s control, and which the Company is under no obligation and may Warrant Shares evidenced by such certificates have not be able to satisfybeen so registered. The Purchaser acknowledges that Company shall expend its best efforts to register the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Warrant Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of under the Securities Act with respect pursuant to such offering of the Forward Purchase Sharesa Registration Statement on Form S-8.

Restricted Securities. The Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Shares to the Additional Forward Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Additional Forward Purchaser’s representations as expressed herein. The Additional Forward Purchaser understands that the Additional Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Additional Forward Purchaser must hold the Additional Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Additional Forward Purchaser acknowledges that the Company has no obligation to register or qualify the Additional Forward Purchase SharesShares for resale, except pursuant to as provided in the Registration RightsRights Agreement dated as of [⚫], 2023 between the Company, Pershing Square SPARC Sponsor, LLC (the “Sponsor”) and the other parties thereto (the “Registration Rights Agreement”). The Additional Forward Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Additional Forward Purchase Shares, and on requirements relating to the Company which are outside of the Additional Forward Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Additional Forward Purchaser understands that the offering of the Additional Forward Purchase Shares hereunder is not, not and is not intended to be, be part of the IPODistribution, and that the Additional Forward Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed confidentially submitted the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.Securities. (b)

Restricted Securities. The Purchaser Seller understands that the offer Buyer Closing Shares and, when and sale of if issued, the Forward Purchase Buyer Holdback Shares to the Purchaser has have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed hereinin this Article II. The Purchaser Seller understands that (a) the Forward Purchase Buyer Closing Shares and the Buyer Holdback Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely (b) unless they are first registered with the SEC Securities and Exchange Commission under the Securities Act and qualified by state authorities, or an exemption from such registration and qualification requirements is availableavailable and the Seller delivers to the Buyer an opinion of legal counsel, satisfactory to the Buyer, to the effect such sale or transfer complies with such exemption, the Buyer Closing Shares and the Buyer Holdback Shares are not transferable and (iii) as a result, the Seller must be prepared to hold the Buyer Closing Shares and the Buyer Holdback Shares indefinitely. The Purchaser Seller acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to Buyer Closing Shares or the Registration RightsBuyer Holdback Shares for resale. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Buyer Closing Shares and the Buyer Holdback Shares, and on requirements relating to the Company Buyer which are outside of the PurchaserSeller’s control, and which the Company Buyer is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Ordinary Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser Seller understands that the offer and sale of the Forward Purchase Star Mountain Shares to the Purchaser has have not been, and will not be, registered under the Securities Act, by reason of and are being sold in reliance upon a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed herein. The Purchaser Seller understands that the Forward Purchase Star Mountain Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Seller must hold the Forward Purchase Star Mountain Shares indefinitely unless until they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Seller acknowledges that the Company Star Mountain has no obligation to register or qualify the Forward Purchase Star Mountain Shares, except pursuant to the Registration Rights. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, imposed under Rule 144 and which the Company Star Mountain is under no obligation and may not be able to satisfy. The Purchaser acknowledges foregoing provisions notwithstanding, Star Mountain agrees that it shall take no action to cause the Company filed Star Mountain Shares to become canceled, voided or revoked, or the Registration Statement for issuance thereof to be voided or terminated. Furthermore, Star Mountain agrees to timely take all action(s) necessary to clear the IPO Star Mountain Shares of restriction upon presentation of any Rule 144 application by the Seller or its broker, including, without limitation, (i) authorizing Star Mountain’s transfer agent to remove the restrictive legend, (ii) expediting the acquisition of a legal opinion from Star Mountain’s authorized counsel at Star Mountain’s expense, (iii) delivering any additional documentation that may be required by the Seller, its broker or the transfer agent in connection with the SEC. The Purchaser understands that the offering legend removal request, including Rule 144 share representation letters and a resolution of the Forward Purchase Shares hereunder is notBoard of Directors evidencing proper issuance of the Star Mountain Shares, and is not intended (iv) cooperating and communicating with the Seller, its broker and the transfer agent in order to be, part clear the Star Mountain Shares of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesrestriction as soon as reasonably possible.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has not been, and will not be, are currently registered under the Securities Act of 1933, as amended (the “Act”), but may not remain so registered, and are not registered under any state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Georgia Securities Act which depends uponof 1973, among as amended, (the “Georgia Act”) and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee's opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the Registration Rightsterms and conditions of Rule 144 are complied with by the Employee. The Purchaser further acknowledges By acceptance hereof, Employee agrees that if an exemption from registration or qualification no permitted disposition of any Option Shares shall be made unless and until (i) there is available, it may be conditioned on various requirements including, but not limited to, at the time of exercise of the option in effect a registration statement under the Act, or (ii) Employee shall have notified the Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and which the any applicable state securities laws. The Company is shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed the Registration Statement for the IPO with the SECshall concur as to such matters. The Purchaser Employee recognizes and understands that the offering if and for so long as Employee is a designated Section 16 officer of the Forward Purchase Shares hereunder is notCompany, and is not intended for up to besix months thereafter, part any sales of the IPO, and that the Purchaser Option Shares will not be able subject to rely on the protection of Section 11 16 of the Securities Exchange Act with respect to such offering of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Forward Purchase SharesOption Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the Act, the Exchange Act, and the rules and regulations promulgated thereunder.

Restricted Securities. The Such Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the such Purchaser has not been, been and will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Such Purchaser understands that that, when purchased, the Forward Purchase Shares are Units so purchased will constitute “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company HighPeak Energy has no obligation to register or qualify any of the Forward Purchase SharesUnits, or any shares of HighPeak Energy Common Stock for which they may be exercised, for resale, except pursuant to as provided herein or in the Registration Rights Agreement (as defined in the HPK Business Combination Agreement) (collectively, the “Registration Rights”). The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company HighPeak Energy which are outside of the such Purchaser’s control, and which the Company HighPeak Energy is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, Shares except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands Purchasers understand that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has Purchasers have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Purchasers’ representations as expressed herein. The Purchaser understands Purchasers understand that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Purchasers must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges Purchasers acknowledge that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser Purchasers further acknowledges acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s Purchasers’ control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges Purchasers acknowledge that the Company filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands Purchasers understand that the offering of the Forward Purchase Shares hereunder Securities is not, not and is not intended to be, be part of the IPO, and that the Purchaser Purchasers will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has not been, and will not be, are currently registered under the Securities Act of 1933, as amended (the “Act”), but may not remain so registered, and are not registered under any state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Georgia Uniform Securities Act which depends uponof 2008, among as amended, (the “Georgia Act”) and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company’s policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee’s opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the Registration Rightsterms and conditions of Rule 144 are complied with by the Employee. The Purchaser further acknowledges By acceptance hereof, Employee agrees that if an exemption from registration or qualification no permitted disposition of any Option Shares shall be made unless and until (i) there is available, it may be conditioned on various requirements including, but not limited to, at the time of exercise of the option in effect a registration statement under the Act, or (ii) Employee shall have notified the Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and which the any applicable state securities laws. The Company is shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed the Registration Statement for the IPO with the SECshall concur as to such matters. The Purchaser Employee recognizes and understands that the offering if and for so long as Employee is a designated Section 16 officer of the Forward Purchase Shares hereunder is notCompany, and is not intended for up to besix months thereafter, part any sales of the IPO, and that the Purchaser Option Shares will not be able subject to rely on the protection of Section 11 16 of the Securities Exchange Act with respect to such offering of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Forward Purchase SharesOption Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the Act, the Exchange Act, and the rules and regulations promulgated thereunder.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement Statements for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser (a) understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Company Purchased Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser ; (b) understands that the Forward Purchase Shares Company Purchased Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Company Purchased Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser ; (c) acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesCompany Purchased Securities, or the Conversion Securities into which they may be converted, for resale except pursuant to as set forth in the Registration Rights. The Purchaser further Investors’ Rights Agreement; (d) acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesCompany Purchased Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges ; (e) understands that no public market now exists for the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPOPurchased Securities, and that the Purchaser Company has made no assurances that a public market will not ever exist for the Company Purchased Securities; and (f) understands that the Company Purchased Securities and any securities issued in respect of or exchange for the Company Purchased Securities, may be able notated with one or all of any legend set forth in, or required by, the other Transaction Agreements, as well as any legend required by the securities laws of any state or other jurisdiction to rely on the protection of Section 11 of extent such laws are applicable to the Company Purchased Securities Act with respect to such offering of represented by the Forward Purchase Sharescertificate, instrument, or book entry so legended, and also the following legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any shares of Class A Common Stock which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration RightsRights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Subscriber understands that the offer and sale of the Forward Purchase Shares to the Purchaser has [ABSAs]/[PFW-BSAs] have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSubscriber’s representations as expressed herein. The Purchaser Subscriber understands that that, in addition to the Forward Purchase Shares restrictions applicable to the [New Shares]/[Pre-Funded Warrants] under this Agreement, the [New Shares]/[Pre-Funded Warrants] are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Subscriber must hold the Forward Purchase Shares [New Shares]/[Pre-Funded Warrants] indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Subscriber acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to [New Shares]/[Pre-Funded Warrants] or the Registration RightsWarrant Shares for resale. The Purchaser Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase [New Shares]/[Pre-Funded Warrants] and the Warrant Shares, and on requirements relating to the Company which are outside of the PurchaserSubscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Subscriber understands that the offering no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares[ABSAs]/[PFW-BSAs].

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares All Class A Common issued pursuant to the Purchaser has not been, terms of this Agreement shall constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and will not be, registered under Exchange Commission pursuant to the Securities Act, by reason of a specific exemption from and nim, not be transferred except in compliance with the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from therefrom. In connection with any such registration and qualification requirements is available. The Purchaser acknowledges that transfer, the Company has no obligation may require the transferor to register or qualify the Forward Purchase Shares, except pursuant provide a written opinion of counsel to the Registration Rights. The Purchaser further acknowledges effect that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO such transfer complies with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering and other applicable securities laws. If the units are certificated, certificates representing, the Opt on Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION' FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION GRANT MADE BY THE COMPANY, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." In addition, Grantee agrees by acceptance of the Forward Purchase Shares.Option not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten registration, except as part of such underwritten registration if otherwise permitted

Restricted Securities. The Each Purchaser understands that the offer and sale of the Forward Purchase Shares Units to the such Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must may be required to hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Such Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Such Purchaser understands that the offering of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the such Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Employee recognizes and understands that this Option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has not been, and will not be, are currently registered under the Securities Act of 1933, as amended (the “Act”), but may not remain so registered, and are not registered under any state securities law. Any transfer of the Option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Georgia Securities Act which depends uponof 1973, among as amended, (the “Georgia Act”) and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company’s policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee’s opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except class of shares for which the Option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the Registration Rightsterms and conditions of Rule 144 are complied with by the Employee. The Purchaser further acknowledges By acceptance hereof, Employee agrees that if an exemption from registration or qualification no permitted disposition of any Option Shares shall be made unless and until (i) there is available, it may be conditioned on various requirements including, but not limited to, at the time of exercise of the Option in effect a registration statement under the Act, or (ii) Employee shall have notified the Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with, if requested by the Company, an opinion of counsel acceptable in form and which substance to the Company is that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, or any other state securities laws. The Company shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed shall concur as to such matters. Employee recognizes and understands that if and for as long as Employee remains a designated Section 16 Officer (meaning an “officer” as defined in Rule 16a-1(f) under the Registration Statement Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company, and for up to six months thereafter, any sales of Option Shares will be subject to Section 16 of the IPO Exchange Act and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Option Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the SEC. The Purchaser understands that Act, the offering of the Forward Purchase Shares hereunder is notExchange Act, and is not intended to be, part of the IPO, rules and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesregulations promulgated thereunder.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, Securities except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, or any Class A Shares which the Forward Purchase Securities may be converted into or exercised for, for resale, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. (1) The Purchaser Investor understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration RightsSecurities for resale. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Investor understands that the this offering of the Forward Purchase Shares hereunder is not, and is not intended to be, be part of the IPOpublic offering, and that the Purchaser Investor will not be able to rely on the protection of Section 11 of the Securities Act Act. (2) Such Investor acknowledges that such Investor is familiar with respect to such offering Rule 144 and Rule 144A, of the Forward Purchase Sharesrules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Investor understands that to the extent that Rule 144 or Rule 144A is not available, such Investor will be unable to sell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement. (3) Each certificate representing the Securities and the Warrant shall be endorsed with the following legends as well as any other legend required to be placed thereon by applicable federal or state securities laws.: “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. “ “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “ (4) The Investor consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the Company’s IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities, Class B Shares and Private Placement Warrants to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities, Class B Shares and Private Placement Warrants (including the securities issued or issuable upon the conversion or exercise thereof), are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must may be required to hold the Forward Purchase Securities, Class B Shares and Private Placement Warrants (including the securities issued or issuable upon the conversion or exercise thereof) indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, Class B Shares, Private Placement Warrants or any Class A Shares which the Forward Purchase Securities, Class B Shares or Private Placement Warrants may be converted into or exercised for, for resale, except pursuant to the Registration RightsRights and the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, Class B Shares and Private Placement Warrants, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities, Class B Shares and Private Placement Warrants hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities, Class B Shares and Private Placement Warrants.

Restricted Securities. The Purchaser Investor understands and acknowledges that upon optional Conversion the offer and sale of the Forward Purchase Shares Company’s shares will be offered pursuant to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption one or more exemptions from the registration provisions and qualification requirements of the Securities Act of 1933, as amended, and the securities laws of the various states in which depends uponthe Company’s shares are sold, among other things, the availability of which depend (in part) on the truth and completeness of the information provided to the Corporation in Annex I attached hereto and the bona fide nature of the investment intent foregoing representations and warranties. With such realization, the accuracy Investor hereby authorizes the Corporation to act as the Corporation may see fit in reliance on such information, representations and warranties, including the placement of the Purchaser’s representations as expressed herein. The Purchaser understands following or any substantially similar legend on any stock certificate issued to the Investor in addition to any other legend that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and may be imposed thereon that, pursuant to these lawsin the opinion of the Corporation’s counsel, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequired by applicable securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, but not limited toAS AMENDED, the time and manner of saleOR UNDER APPLICABLE STATE SECURITES LAWS, the holding period for the Forward Purchase SharesRULES AND REGULATIONS. THESE SECURITIES MAY NOT BE PLEDGED, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, been and will not be, be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any shares of Common Stock for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed has confidentially submitted the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares Securities and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer Units (and, if applicable, the Warrants and sale of the Forward Purchase Shares to the Purchaser has Common Units for which such Warrants are exercisable) have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Units (and, if applicable, the Warrants and the Common Units for which such Warrants are exercisable) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Units (and, if applicable, the Warrants and the Common Units for which such Warrants are exercisable) indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesUnits (and, if applicable, the Warrants and the Common Units for which such Warrants are exercisable) for resale except pursuant to as set forth in the Registration RightsOperating Agreement or the RRA. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesUnits (and, if applicable, the Warrants and the Common Units for which such Warrants are exercisable), and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

Restricted Securities. The Purchaser Investor understands that the offer Note may not be sold, transferred. or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and sale that in the absence of an effective registration statement covering tile Note or an available exemption from registration wider the 1933 Act, the Note must be held indefinitely. In particular, Investor is aware that the Note may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the Forward Purchase Shares conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the Purchaser public about the Company. Such information is not now available and the Company has no present plans to make such information available. In this connection, Investor represents that he/she/it is familiar with and understands the resale limitations imposed by Rule 144 under the 1933 Act. Investor acknowledges that the Note has not been, and will not be, been registered under the Securities Act, Act by reason of a specific claimed exemption from under the registration provisions of the Securities Act which depends uponthat depends, among other thingsin part, upon his investment intention. Investor understands that, if the bona fide nature Note is sold in the United States or to United States residents, it is the position of the investment SEC that the statutory basis for such exemption would not be present if his/ her/its representation merely meant that his/her/its present intention was to hold the Note for a short period, for a deferred sale, for a market rise, or for any other fixed period. Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his/ her/its representation to the Company, and the accuracy SEC might regard such a sale, transfer, or other disposition as a deferred sale for which the exemption is not available. Investor agrees that the Company may, if it desires, permit the transfer of the Purchaser’s representations Note by Investor out of his/ her/its name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer, or disposition does not result in a violation of the Act or any applicable state or province "blue sky" laws (collectively "S securities Laws.") Investor agrees to hold the Company and its directors, officers, controlling persons, and their respective heirs, representatives, successors and assigns harmless to indemnify them against all liabilities, costs and expenses incurred by them as expressed a result of any sale, transfer, or disposition of the Note by the undersigned Investor in violation of any Securities Laws or misrepresentation herein. The Purchaser understands Investor acknowledges and agrees that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant Company is relying on Investor's representations contained in this Agreement in determining whether to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableaccept this subscription. The Purchaser acknowledges Investor agrees that the Company has no obligation the unrestricted right to register reject or qualify limit any subscription and to cl9se the Forward Purchase Shares, except pursuant to offer at any time. Investor represents and warrants that all representations made by Investor hereunder are true and correct in all material respects as of the Registration Rights. The Purchaser date of execution hereof: and Investor further acknowledges agrees that if an exemption from registration or qualification is available, it may be conditioned until the closing on various requirements including, but not limited to, the time and manner of sale, the holding period Note subscribed for the Forward Purchase Shares, and requirements relating to he shall inform the Company which are outside immediately of any changes in any of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesrepresentations provided by Investor herein.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, been and will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any shares of Common Stock for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed has confidentially submitted the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares Securities and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, been and will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any shares of Class A Common Stock for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares Securities and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser Sponsor understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Units have not been, and will not be, been registered under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSponsor’s representations as expressed herein. The Purchaser Sponsor understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Sponsor must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Sponsor acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to the Registration RightsInvestor Rights Agreement. The Purchaser Sponsor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the PurchaserSponsor’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Sponsor understands that the offering to the Sponsor of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser Sponsor will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed has confidentially submitted the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.Securities. (b)

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities and securities issuable upon exercise of the Forward Purchase Warrants to the Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities and securities issuable upon exercise of the Forward Purchase Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities and securities issuable upon exercise of the Forward Purchase Warrants indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities and securities issuable upon exercise of the Forward Purchase Warrants for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities and securities issuable upon exercise of the Forward Purchase Warrants, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities and securities issuable upon exercise of the Forward Purchase Warrants is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act. The Purchaser understands that Rule 144 adopted pursuant to the Securities Act with respect will not be available for resale transactions prior to such offering of the Forward Purchase SharesBusiness Combination and may not be available for resale transactions after the Business Combination.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into, for resale, except for pursuant to the Registration RightsRights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed confidentially submitted the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer offering and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any equity securities into which they may be converted, for resale, except pursuant to the Registration RightsRights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed confidentially submitted the Registration Statement for the IPO with to the SECSEC for review. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such the offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Pixorial understands that the offer and sale of the Forward Purchase Shares to the Purchaser has have not been, and will not be, registered under the Securities ActAct (as hereinafter defined), by reason of and are being sold in reliance upon a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserPixorial’s representations as expressed herein. The Purchaser Pixorial understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Pixorial must hold the Forward Purchase Shares indefinitely unless they until the shares are registered with the SEC (as hereinafter defined) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Pixorial acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser Pixorial further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, imposed under Rule 144 (as hereinafter defined) and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that foregoing provisions notwithstanding, the Company filed agrees that it shall take no action to cause the Registration Statement for Shares to become canceled, voided or revoked, or the IPO issuance thereof to be voided or terminated. Furthermore, the Company agrees to assist in the clearance of the Shares of restriction upon presentation of any Rule 144 application by Pixorial or its broker, including, without limitation, (i) authorizing the Company’s transfer agent to remove the restrictive legend, (ii) expediting the acquisition of a legal opinion from the Company’s authorized counsel at the Company’s expense, (iii) delivering any additional documentation that may be required by Pixorial, its broker or the transfer agent in connection with the SEC. The Purchaser understands that the offering legend removal request, including Rule 144 share representation letters and a resolution of the Forward Purchase Shares hereunder is notBoard of Directors evidencing proper issuance of the Shares, and is not intended (iv) cooperating and communicating with Pixorial, its broker and the transfer agent in order to be, part clear the Shares of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesrestriction as soon as reasonably possible.

Restricted Securities. The Purchaser Director recognizes and understands that this option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has are not been, and will not be, currently registered under the Securities Act of 1933, as amended (the “Act”), and if registered in the future may not remain so registered and are not registered under any state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Georgia Securities Act which depends uponof 2008, among as amended, (the “Georgia Act”) and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock issued to Directors as a result of exercise of options granted under the Plan. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Director recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Director's opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the Registration Rightsterms and conditions of Rule 144 are complied with by the Director. The Purchaser further acknowledges By acceptance hereof, Director agrees that if an exemption from registration or qualification no permitted disposition of any Option Shares shall be made unless and until (i) there is available, it may be conditioned on various requirements including, but not limited to, at the time of exercise of the option in effect a registration statement under the Act, or (ii) Director shall have notified the Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and which the any applicable state securities laws. The Company is shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed the Registration Statement for the IPO with the SECshall concur as to such matters. The Purchaser Director recognizes and understands that the offering as long as Director remains a designated Section 16 officer of the Forward Purchase Shares hereunder is notCompany, and is not intended for up to besix months thereafter, part any sales of the IPO, and that the Purchaser Option Shares will not be able subject to rely on the protection of Section 11 16 of the Securities Exchange Act with respect to such offering of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder. Director also recognizes and understands that any sale of the Forward Purchase SharesOption Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Director agrees that any disposition of the Option Shares shall be made only in compliance with the Act, the Exchange Act, and the rules and regulations promulgated thereunder.

Restricted Securities. The Such Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to the Registration Rights. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Such Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Such Purchaser understands that the offering to such Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the such Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Subscriber understands that the offer and sale of the Forward Purchase Shares to the Purchaser has T1 bis [Shares] [Pre-Funded Warrants] have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSubscriber’s representations as expressed herein. The Purchaser Subscriber understands that that, in addition to the Forward Purchase Shares restrictions applicable to the T1 bis [Shares] [Pre-Funded Warrants] under this Agreement, the T1 bis [Shares] [Pre-Funded Warrants] are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Subscriber must hold the Forward Purchase Shares T1 bis [Shares] [Pre-Funded Warrants] indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Subscriber acknowledges that the Company has no obligation to register or qualify the Forward Purchase T1 bis [Shares, except pursuant to the Registration Rights] [Pre-Funded Warrants] for resale. The Purchaser Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase T1 bis [Shares] [Pre-Funded Warrants], and on requirements relating to the Company which are outside of the PurchaserSubscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Subscriber understands that the offering no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase T1 bis [Shares] [Pre-Funded Warrants].

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed confidentially submitted the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.Securities. (h)

Restricted Securities. The Purchaser understands In order to enable the Company to comply with the Securities Act and applicable state laws, the Company may require as a condition of the transfer or exercise of this Warrant, Holder to give written assurance satisfactory to the Company that the offer and sale Warrant, or in the case of an exercise of this Warrant the Shares subject to this Warrant, are being acquired for his own account, for investment only, with no view to the distribution of the Forward Purchase Shares to the Purchaser has not beensame, and will that any disposition of all or any portion of this Warrant or the Shares issuable upon the due exercise of this Warrant shall not bebe made, registered unless and until: (a) There is then in effect a registration statement under the Securities ActAct covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Holder has notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, by reason and Holder has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition shall not require registration of such securities under the Securities Act and applicable state law. Holder acknowledges that this Warrant is, and each of the shares of Common Stock issuable upon the due exercise of this Warrant shall be, a specific exemption from restricted security, that he understands the registration provisions of Rule 144 of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPOExchange Commission, and that the Purchaser will not be able certificate or certificates evidencing such shares of Common Stock shall bear a legend substantially similar to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesfollowing: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SAID ACT OR LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER.”

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration RightsSecurities for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. arbitration administered by the American Arbitration Association and judgment on the award entered in any court having jurisdiction. The Purchaser acknowledges arbitration proceedings shall be conducted before a panel of three neutral arbitrators in Palm Beach County, Florida all of whom shall be members of the bar of the state of Florida, actively engaged in the practice of law for at least ten (10) years. Either Party hereto may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy otherwise resolved. Either Party may, without waiving any remedy under this Investment Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the Company filed rights or property of that party, pending the Registration Statement arbitral tribunal’s determination of the merits of the controversy. Each party shall bear its own costs, expenses and attorney fees and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence content or results of any arbitration hereunder without the prior written consent of the Parties. All documents, testimony and records shall be received, heard and maintained by the arbitrators in secrecy, available for the IPO with the SEC. The Purchaser understands that the offering inspection only of the Forward Purchase Shares hereunder Parties to this Investment Agreement and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information confidentially and to maintain such information in secrecy until such information shall become generally known. In consideration for and as a material condition of this Investment Agreement, each Party agrees that final and binding arbitration is notthe exclusive means for resolving any claim or controversy arising out of or related to this Investment Agreement. This Investment Agreement is a waiver of all rights the Parties may have to a civil court action. Accordingly, and is only an arbitrator, not intended a judge or jury, will decide the dispute, although the arbitrator has the authority to be, part award any type of the IPO, and relief that the Purchaser will not could otherwise be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesawarded by a judge or jury.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements requirements, including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO in connection with the SECits IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, Securities was not and is was not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser WMS understands that neither the offer and sale of NATURALNANO Shares nor the Forward Purchase Warrants nor the Warrant Shares to the Purchaser has not have been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserWMS’s representations as expressed herein. The Purchaser WMS understands that the Forward Purchase NATURALNANO Shares, the Warrants and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must WMS may be required to hold the Forward Purchase NATURALNANO Shares, Warrants and Warrant Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser WMS acknowledges that the Company NATURALNANO has no obligation to register or qualify the Forward Purchase NATURALNANO Shares, except pursuant to the Registration RightsWarrants or the Warrant Shares for resale. The Purchaser WMS further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase NATURALNANO Shares, the Warrants or the Warrant Shares, and on requirements relating to the Company NATURALNANO which are outside of the PurchaserWMS’s control, and which the Company NATURALNANO is under no obligation and may not be able to satisfy. The Purchaser acknowledges that Notwithstanding the Company filed foregoing, NATURALNANO agrees to cooperate with WMS and will take such action as may be necessary or appropriate, at the Registration Statement for request of WMS, in the IPO with event WMS wishes to sell or otherwise transfer some or all of the SECShares or Warrants, or shares of NATURALNANO stock issued upon the exercise of the Warrants, under Rule 144 or 145 under the Securities Act or other applicable provisions of the Securities Act or state securities law or rules or regulations issued thereunder. The Purchaser WMS understands that the this offering of the Forward Purchase Shares hereunder is not, and is not intended to be, be part of the IPOa public offering, and that the Purchaser WMF will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO a registration statement on Form S-1 (File No. 333-229718) in connection with the SECits IPO. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, Securities was not and is was not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, or any Class A Shares into which the Forward Purchase Shares may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the its proposed IPO with to the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSharess.

Restricted Securities. The Purchaser Employee recognizes and understands that this Option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has not been, and will not be, are currently registered under the Securities Act of 1933, as amended (the “Act”), but may not remain so registered, and are not registered under any state securities law. Any transfer of the Option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Georgia Securities Act which depends uponof 1973, among as amended, (the “Georgia Act”) and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company’s policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee’s opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except class of shares for which the Option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the Registration Rightsterms and conditions of Rule 144 are complied with by the Employee. The Purchaser further acknowledges By acceptance hereof, Employee agrees that if an exemption from registration or qualification no permitted disposition of any Option Shares shall be made unless and until (i) there is available, it may be conditioned on various requirements including, but not limited to, at the time of exercise of the Option in effect a registration statement under the Act, or (ii) Employee shall have notified the Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with, if requested by the Company, an opinion of counsel acceptable in form and which substance to the Company is that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, or any other state securities laws. The Company shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed shall concur as to such matters. Employee recognizes and understands that as long as Employee remains a designated Section 16 Officer (meaning an “officer” as defined in Rule 16a-1(f) under the Registration Statement Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company, and for up to six months thereafter, any sales of Option Shares will be subject to Section 16 of the IPO Exchange Act and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Option Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the SEC. The Purchaser understands that Act, the offering of the Forward Purchase Shares hereunder is notExchange Act, and is not intended to be, part of the IPO, rules and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesregulations promulgated thereunder.

Restricted Securities. The Such Purchaser understands that the offer Purchased Shares are characterized as "restricted securities" under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with regards to Regulation S. The Shares have not been registered under the Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. The sale of the Forward Purchase Shares Purchased Securities are offered only to non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. We have not authorized its use for any other purpose. Such Purchaser understands that hedging transactions involving the Purchased Securities may not be conducted unless in compliance with the Securities Act. In addition, the offer or sale of the Shares, if made prior to the Purchaser has expiration of the six month distribution compliance period, may not beenbe made to a U.S. person or for the account or benefit of a U.S. person (other than a distributor); and the offer or sale, if made prior to the expiration of the six-month distribution compliance period, is made pursuant to the following conditions: (a) the purchaser certifies that it is not a U.S. person and will is not beacquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Securities Act; and (b)the purchaser agrees to resell such securities only in accordance with the provisions of Regulation S, registered pursuant to registration under the Securities Act, by reason of a specific or pursuant to an available exemption from the registration provisions of registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.Act

Restricted Securities. The Purchaser Investor understands that the offer Note may not be sold, transferred. or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and sale that in the absence of an effective registration statement covering tile Note or an available exemption from registration wider the 1933 Act, the Note must be held indefinitely. In particular, Investor is aware that the Note may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the Forward Purchase Shares conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the Purchaser public about the Company. Such information is not now available and the Company has no present plans to make such infonnation available. In this connection, Investor represents that he/she/it is familiar with and understands the resale limitations imposed by Rule 144 under the 1933 Act. Investor acknowledges that the Note has not been, and will not be, been registered under the Securities Act, Act by reason of a specific claimed exemption from llllder the registration provisions of the Securities Act which depends uponthat depends, among other thingsin part, upon his investment intention. Investor understands that, if the bona fide nature Note is sold in the United States or to United States residents, it is the position of the investment SEC that the statutory basis for such exemption would not be present if his/ her/its representation merely meant that his/her/its present intention was to hold the Note for a short period, for a deferred sale, for a market rise, or for any other fixed period. Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his/ her/its representation to the Company, and the accuracy SEC might regard such a sale, transfer, or other disposition as a deferred sale for which the exemption is not available. Investor agrees that the Company may, if it desires, permit the transfer of the Purchaser’s representations Note by Investor out of his/ her/its name only when his or ber request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer, or disposition does not result in a violation of the Act or any applicable state or province "blue sky" laws (collectively "S ecurities Laws.") Investor agrees to hold the Company and its directors, officers, controlling persons, and their respective heirs, representatives, successors and assigns harmless to indemnify them against all liabilities, costs and expenses incurred by them as expressed a result of any sale, transfer, or disposition of the Note by the undersigned Investor in violation of any Securities Laws or misrepresentation herein. The Purchaser understands Investor acknowledges and agrees that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant Company is relying on Investor's representations contained in this Agreement in determining whether to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableaccept this subscription. The Purchaser acknowledges Investor agrees that the Company has no obligation the unrestricted right to register reject or qualify limit any subscription and to cl9se the Forward Purchase Shares, except pursuant to offer at any time. Investor represents and warrants that all representations made by Investor hereunder are true and correct in all material respects as of the Registration Rights. The Purchaser date of execution hereof: and Investor further acknowledges agrees that if an exemption from registration or qualification is available, it may be conditioned until the closing on various requirements including, but not limited to, the time and manner of sale, the holding period Note subscribed for the Forward Purchase Shares, and requirements relating to he shall inform the Company which are outside immediately of any changes in any of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesrepresentations provided by Investor herein.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, , for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares Units hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesUnits.

Restricted Securities. The Purchaser (a) Each of Gold Hero and Silver Harvest understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Notes have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserGold Hero’s and Silver Harvest’s representations as expressed herein. The Purchaser Each of Gold Hero and Silver Harvest understands that the Forward Purchase Shares such Notes received pursuant to this agreement are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser each of Gold Hero and Silver Harvest understands they must hold the Forward Purchase Shares such Notes indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each of Gold Hero and Silver Harvest acknowledges that the Company neither Engen nor Gushan has no any obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rightssuch Notes for resale. The Purchaser Each of Gold Hero and Silver Harvest further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Sharessuch Notes, and on requirements relating to the Company Engen which are outside of the Purchaser’s ▇▇▇▇▇’▇ control, and which the Company Engen is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser . (b) Each of Gold Hero and Silver Harvest understands that the offering of Notes will bear the Forward Purchase Shares hereunder is notfollowing legend: “THIS NOTE WAS ORIGINALLY ISSUED ON , and is not intended to be2011 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, part of the IPOAS AMENDED, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesOR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE.”

Restricted Securities. The Purchaser (a) Gold Hero understands that the offer Gushan Shares to be allotted and sale issued to it and/or the Escrow Agent pursuant to this Agreement have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Forward Purchase Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Gold Hero’s representations as expressed herein. Gold Hero understands that such Gushan Shares purchased pursuant to this agreement are “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, Gold Hero must hold such Gushan Shares indefinitely unless they are registered with the Purchaser SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Gold Hero acknowledges that Gushan has no obligation to register or qualify such Gushan Shares for resale. Gold Hero further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for such Gushan Shares, and on requirements relating to Gushan which are outside of Gushan’s control, and which Gushan is under no obligation and may not be able to satisfy. (b) Each of Gold Hero and Silver Harvest understands that the Engen Shares purchased pursuant to this agreement have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations of each of Gold Hero and Silver Harvest as expressed herein. The Purchaser Each of Gold Hero and Silver Harvest understands that the Forward Purchase such Engen Shares are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser each of Gold Hero and Silver Harvest must hold the Forward Purchase such Engen Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each of Gold Hero and Silver Harvest acknowledges that the Company Engen has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rightssuch Engen Shares for resale. The Purchaser Each of Gold Hero and Silver Harvest further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase such Engen Shares, and on requirements relating to the Company Engen which are outside of the Purchaser’s ▇▇▇▇▇’▇ control, and which the Company Engen is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser . (c) Gold Hero understands that the offering Gushan Shares purchased pursuant to this agreement will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND, TO THE EXTENT REQUIRED, ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.” (d) Each of the Forward Purchase Shares hereunder is not, Gold Hero and is not intended to be, part of the IPO, and Silver Harvest understands that the Purchaser Engen Shares purchased pursuant to this agreement will not be able to rely on bear the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND, TO THE EXTENT REQUIRED, ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAN AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.”

Restricted Securities. The Purchaser Optionee recognizes and understands that this Option and the offer and sale of the Forward Purchase Option Shares to the Purchaser has not been, and will not be, are currently registered under the Securities Act of 1933, as amended (the “Act”), but may not remain so registered and are not registered under the Georgia Securities Act of 1973, amended (the “Georgia Act”) or any other state securities law. Any transfer of the Option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Corporation unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponGeorgia Act, among and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Corporation’s policy with respect to unregistered shares of its Common Stock issued to directors as a result of exercise of options granted under the Plan. The Purchaser acknowledges Corporation may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Optionee recognizes and understands that the Company has Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act, that the exemption from registration under Rule 144 to sell the Option Shares may be limited or denied. The Corporation shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except pursuant class of shares for which the option is granted or to make provision for adequate information concerning the Corporation to be available to the Registration Rightspublic as contemplated under Rule 144. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may Corporation will be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation to recognize any transfer or sale of any Option Shares that have not been registered under the Act unless the terms and may conditions of Rule 144 are complied with by the Optionee. By acceptance hereof, Optionee agrees that no permitted disposition of this Option or any Option Shares shall be made unless and until (i) there is then in effect a registration statement under the Act, the Georgia Act, and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) Optionee shall have notified the Corporation of a proposed Option disposition and shall have furnished to the Corporation a detailed statement of the circumstances surrounding such disposition, and if requested by the Corporation, an opinion of counsel acceptable in form and substance to the Corporation that such disposition will not be able to satisfyrequire registration of the shares so disposed under the Act, the Georgia Act, and any applicable state securities laws. The Purchaser acknowledges that the Company filed the Registration Statement Corporation shall be under no obligation to permit such transfer or disposition on its stock transfer books unless counsel for the IPO with the SECCorporation shall concur as to such matters. The Purchaser Optionee recognizes and understands that the offering as long as Optionee remains a director of the Forward Purchase Shares hereunder is notCorporation, and is not intended for up to besix months thereafter, part any sales of the IPO, and that the Purchaser Option Shares will not be able subject to rely on the protection of Section 11 16 of the Securities Exchange Act with respect to such offering of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder. Optionee also recognizes and understands that any sale of the Forward Purchase SharesOption Shares will also be subject to rule 10b-5 promulgated under the Exchange Act. Optionee agrees that any disposition of the Option Shares shall be made only in compliance with the Act, the Exchange Act, and the rules and regulations promulgated thereunder.

Restricted Securities. The Purchaser understands Holder (a) acknowledges that the offer and sale issuance of all the Forward Purchase Shares Holder’s Securities pursuant to the Purchaser Exchange and Purchase has not been, been and will not be, be registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from and the registration provisions of Holder’s Securities are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering which depends depend upon, among other things, the bona fide nature accuracy of certain of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser , (b) understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these lawslaws and, the Purchaser must hold the Forward Purchase Shares indefinitely therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered with the SEC and qualified by under the Securities Act and applicable state authorities, laws or unless an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements includingand that evidence of the Holder’s Securities will bear one or more legends to such effect and as otherwise required by the Indenture or the Warrant Agreement, but not limited toas applicable (with the removal of any such legend governed by the terms of the Indenture or Warrant Agreement, respectively), and (c) is acquiring the time and manner of saleHolder’s Securities for investment purposes only, the holding period for the Forward Purchase Sharesaccount of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Holder’s Securities in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Holder’s Securities for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Holder’s Securities. The Indenture is not qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and requirements relating to the Company which are outside Holder will not, as of the Purchaser’s controlClosing Date, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on have the protection of Section 11 any provision of the Securities Act with respect to such offering of the Forward Purchase SharesTIA.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities for resale, except pursuant to the Registration RightsRights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of salesale limitations, the holding period requirements for the Forward Purchase SharesSecurities, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO a registration statement on Form S-1 to consummate its initial public offering with the SECSEC (the “IPO”). The Purchaser understands that the offering sale of the Forward Purchase Shares Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering sale of the Forward Purchase Securities. The Purchaser understands that the Backstop Shares may not be resold, transferred, pledged or otherwise disposed of by the Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company, Footprint, or a subsidiary thereof, (ii) pursuant to offers and sales qualify as “offshore transactions” within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any certificates representing the Backstop Shares shall contain a legend to such effect. The Purchaser acknowledges that the Backstop Shares will not immediately be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Purchaser understands and agrees that the Backstop Shares will be subject to transfer restrictions under the Securities Act and, as a result of these transfer restrictions, the Purchaser may not be able to readily resell the Backstop Shares and may be required to bear the financial risk of an investment in the Backstop Shares for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Backstop Shares.

Restricted Securities. The Purchaser understands Holder acknowledges that: (i) it has been advised by the Company that this Warrant and the offer Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and sale (ii) assuming the accuracy of the Forward Purchase representations and warranties of the Holder contained herein, this Warrant has been issued and the Warrant Shares to will be issued in a transaction exempt from the Purchaser registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and exempt from state registration or qualification under applicable state laws. The Holder acknowledges that he has not beenbeen informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and will the Company shall not bebe required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation obligations or intention to so register the Securities except as may otherwise be provided herein, or qualify (ii) the Forward Purchase SharesSecurities are sold, except assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Registration Rights. The Purchaser further acknowledges that if an exemption from registration Securities Act and under applicable state securities or qualification is available, it may be conditioned on various requirements including, but not limited toblue sky laws, the time and manner Company may require, as a condition of saleallowing such transfer to a transferee that is not an Affiliate of the Holder (i) that the Holder or transferee of this Warrant, as the holding period for the Forward Purchase Sharescase may be, and requirements relating furnish to the Company a written opinion of counsel (which are outside of the Purchaser’s controlopinion shall be in form, substance and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.scope customary for

Restricted Securities. The Purchaser Purchasers understands that the offer and sale of the Forward Purchase Shares to the Purchaser Purchasers has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Purchasers’ representations as expressed herein. The Purchaser understands Purchasers understand that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Purchasers must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Purchasers acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to for the Registration RightsRights described below. The Purchaser Purchasers further acknowledges acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s Purchasers’ control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges Purchasers acknowledge that the Company has filed the Registration Statement for the IPO with the SECits IPO, which went effective on July 13, 2021. The Purchaser understands Purchasers understand that the offering of the Forward Purchase Shares hereunder is not, and is was not intended to be, part of the Company’s IPO, and that the Purchaser Purchasers will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.. ​

Restricted Securities. The Purchaser understands that the offer NeoGene Securities and sale of the Forward Purchase Shares to the Purchaser has NeoTherapeutics Securities have not been, and will not be, prior to issuance, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Forward Purchase Shares NeoGene Securities and the NeoTherapeutics Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares such securities indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company NeoGene has no obligation to register or qualify the Forward Purchase Shares, NeoGene Securities for resale except pursuant as set forth in the NeoGene Rights Agreement and NeoTherapeutics has no obligation to register or qualify the Registration RightsNeoTherapeutics Securities for resale except as set forth in the NeoTherapeutics Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesNeoGene Securities or the NeoTherapeutics Securities, and on requirements relating to the Company NeoGene or NeoTherapeutics which are outside of the Purchaser’s 's control, and which the Company which, except as otherwise set forth herein, NeoGene or NeoTherapeutics is under no obligation and may not be able to satisfy. The Purchaser acknowledges that each of NeoGene and NeoTherapeutics will make a notation on its stock books regarding the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely restrictions on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.transfers

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesSecurities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the its proposed IPO with to the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, been and will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, or any shares of Common Stock for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed has confidentially submitted the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the PubCo Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the PubCo Forward Purchase Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the PubCo Forward Purchase Shares Securities indefinitely unless they are registered with the SEC U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company PubCo has no obligation to register or qualify the PubCo Forward Purchase SharesSecurities, or any PubCo Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the registration rights agreement, to be entered into by PubCo, the Purchaser and the other parties thereto in connection with the transactions contemplated by the Business Combination Agreement (the “Registration RightsRights Agreement”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the PubCo Forward Purchase SharesSecurities, and on requirements relating to the Company which PubCo that are outside of the Purchaser’s control, and for which the Company PubCo is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering to the Purchaser of the PubCo Forward Purchase Shares hereunder Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the PubCo Forward Purchase SharesSecurities.

Restricted Securities. The Purchaser Optionee recognizes and understands that this Option and the offer Shares have not been and sale of may not be in the Forward Purchase Shares to the Purchaser has not been, and will not be, future registered under the Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or any other state securities law. Any transfer of the Option (if otherwise permitted hereunder, and once exercised, the Shares) will not be recognized by the Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponGeorgia Act, among and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, or effected pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is which may then be available. Any share certificates representing the Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock issued as a result of exercise of options. The Purchaser acknowledges Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Optionee recognizes and understands that the Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Optionee's opportunity to utilize such Rule 144 to sell the Shares may be limited or denied. The Company has shall be under no obligation to register maintain or qualify promote a public trading market for the Forward Purchase Shares, except pursuant class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the Registration Rightspublic as contemplated under Rule 144. The Purchaser further acknowledges Company will be under no obligation to recognize any transfer or sale of any Shares unless the terms and conditions of Rule 144 are complied with by the Optionee. By acceptance hereof, Optionee agrees that if an exemption from no permitted disposition of this option or any Shares shall be made unless and until (i) there is then in effect a registration or qualification is available, it may be conditioned on various requirements including, but not limited tostatement under the Act, the time and manner of sale, the holding period for the Forward Purchase SharesGeorgia Act, and requirements relating applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) Optionee shall have notified the Company of a proposed disposition and shall have furnished to the Company which are outside a detailed statement of the Purchaser’s controlcircumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and which the any applicable state securities laws. The Company is shall be under no obligation and may not be able to satisfy. The Purchaser acknowledges that permit such transfer or disposition on its stock transfer books unless counsel for the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect shall concur as to such offering of the Forward Purchase Sharesmatters.

Restricted Securities. The Purchaser Investor understands and acknowledges that the offer Shares will be offered and sale of the Forward Purchase Shares sold, if at all, pursuant to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption one or more exemptions from the registration provisions and qualification requirements of the Securities Act of 1933, as amended, and the securities laws of the various slates in which depends upon, among other thingsthe Shares are sold, the bona fide availability of which depend (in part) on the truth and completeness of the information provided to the Corporation in Annex I attached hereto and the BONA FIDE nature of the investment intent foregoing representations and warranties. With such realization, the accuracy Investor hereby authorizes the Corporation to act as the Corporation may see fit in reliance on such information, representations and warranties, including the placement of the Purchaser’s representations as expressed herein. The Purchaser understands following or any substantially similar legend on any stock certificate issued to the Investor in addition to any other legend that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and may be imposed thereon that, pursuant to these lawsin the opinion of the Corporation's counsel, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequired by applicable securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, but not limited toAS AMENDED, the time and manner of saleOR UNDER APPLICABLE STATE SECURITIES LAWS, the holding period for the Forward Purchase SharesRULES AND REGULATIONS. THESE SECURITIES MAY NOT BE PLEDGED, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesSOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

Restricted Securities. The Such Purchaser understands that the offer and sale of the Forward Purchase Shares to the such Purchaser has not been, been and will not be, be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, or any shares of Common Stock for which they may be exercised, for resale, except pursuant to as provided herein (the “Registration Rights”). The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Such Purchaser acknowledges that the Company filed has confidentially submitted the Registration Statement for the IPO with the SECits proposed IPO. The Such Purchaser understands that the offering of the Forward Purchase Shares and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the such Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares it has agreed to purchase hereunder indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser understands and agrees that as a result of these transfer restrictions, the Purchaser may not be able to readily resell its Forward Purchase Shares and may be required to bear the financial risk of an investment in the Forward Purchase Shares for an indefinite period of time. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesShares for resale, except pursuant to the Registration Rightsas provided in Section 4 of this Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements requirements, including, but not limited to, the time and manner of sale, the holding period for of the Forward Purchase Shares, and requirements relating to the Company which that are outside of the Purchaser’s control, control and which that the Company is under no obligation to, and may not be able to to, satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, not and is not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.