Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Act."

Restrictions on Transfer. Subject (a) Each Holder of Registrable Securities agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Section (k) of Rule 144, as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; providedCompany of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, howeverAS AMENDED (THE “ACT”), that until each such transfer is recorded OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. (d) Any legend referred to in Section 2.8(c) hereof stamped on such booksa certificate evidencing the Restricted Securities, the Corporation may treat stock transfer instructions, and the registered record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder hereof as the owner hereof for all purposes. Until of such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required under securities can be sold pursuant to Section (k) of Rule 144. (e) The Holders consent to the ActCompany making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such H▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include: (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder (each, an “Affiliated Transfer”); or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition. It is agreed that until each such transfer is recorded on such books, the Corporation may treat Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject Notwithstanding anything to applicable securities laws this Warrantthe ---- ------------------------ contrary contained herein, no Original Management Investor shall effect a Transfer prior to July 29, 1999 of any Securities which at the Warrant Shares time of Transfer are subject to the Purchase Option (as hereinafter defined) and all rights hereunder are transferable no New Management Investor shall effect a Transfer prior to any Affiliate the third anniversary of the Holder"Closing Date" specified for each such New Management Investor (the "Third Anniversary") opposite such person's name on Schedule II hereto, in whole or in partof any Securities which at the time of Transfer are subject to the Purchase Option, and from time to time, upon other than (i) surrender of this Warrant properly endorsedpursuant to Section 6.3 in connection with the Purchase Option, and (ii) delivery with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the non-employee members of the Company's Board of Directors), (iii) to a Permitted Transferee of the Management Investor in question or (iv) in connection with a Public Offering in which such Management Investor is permitted to participate. In exercising the consent and approval provided for in clause (ii), the Company may employ its sole discretion in evaluating the nature of the proposed transferee and the Company may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee of the Company and that the transferee purchase the Management Investor's Securities as a "Management Investor" subject to the restrictions of this Article VI. In the event any Transfer is authorized pursuant to clause (ii) to an employee of the Company as a "Management Investor," such employee shall execute an agreement, in form and substance satisfactory to the Company, pursuant to which such employee shall agree to be bound by the terms and conditions of this Agreement as were binding upon the transferor of such Shares, and such other provisions as the Company may determine, and upon such execution such employee shall be entitled to the benefit of such provisions hereof and such other provisions as the Company determines and are set forth in such agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect and the purported transferees shall have no rights or privileges in or with respect to the Company. Notwithstanding the foregoing provisions, each Management Investor agrees that he will not effect a Transfer of any Securities prior to the lapse of such period of time following acquisition thereof as may be required to comply with applicable state securities laws. For the purposes of Article VI, the "Permitted Transferees" of a notice of transfer in Management Investor shall be (1) the form of Exhibit B by the Holder of its duly authorized attorney at the office executors, administrators, heirs and distributees of the CorporationManagement Investor or her or his transferees to whom the Common Stock is Transferred by will or the laws of descent and distribution on account of death, (2) the Corporation will at its expense issue to Management Investor's spouse or upon children or grandchildren (in each case, natural or adopted) and (3) a trust the order beneficiaries of which, a corporation the Holder a new Warrant or Warrants stockholders and directors of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantwhich, or to a partnership the transfer hereof on limited and general partners of which include only the books of the CorporationManagement Investor, any notice to the contrary notwithstandingher or his spouse or her or his children or grandchildren (in each case, natural or adopted); provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933that, as amended (the "Act")a condition to a Transfer -------- ---- to any Permitted Transferee such Permitted Transferee shall agree, in writing and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form and substance reasonably satisfactory to the Corporation that Company, to become bound, and thereby shall become bound, by all the terms of this Agreement applicable to the Management Investor transferring such registration is not required under Securities. The Termination Date (as hereinafter defined) for a Permitted Transferee shall be the ActTermination Date with respect to the Management Investor who first acquired the Common Stock held by such Permitted Transferee pursuant to this Agreement."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.2. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.2 and Section 2.3, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) No opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. (d) The first legend referring to federal and state securities laws identified in Section 2.2(c) stamped on a certificate evidencing the Act, Restricted Securities and the certificates representing stock transfer instructions and record notations with respect to the Warrant Shares Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is or qualification. (e) The Company shall not required under be obligated to recognize any attempted sale, assignment, transfer, pledge or other disposition of all or any portion of the ActRestricted Securities, or any beneficial interest therein, made other than in compliance with the terms and conditions of this Agreement. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Agreement."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include: (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder (each, an “Affiliated Transfer”); or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition. It is agreed that until each such transfer is recorded on such books, the Corporation may treat Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole or in part, Registrable Securities unless and from time to time, upon until (i) surrender there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will be exempt from registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer without consideration by such Holder: (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder; (ii) to a partner or member (or retired partner or member) of such transferring Holder, or to the estate of any such partner or member (or retired partner or member); (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession; or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee is not a competitor of the Company as determined in good faith by the Board of Directors and agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Investor hereunder. Each Holder shall cause any proposed purchaser, assignee, transferee or pledgee of any Registrable Securities held by the Holder to take and hold such securities subject to the provisions and upon the conditions of this Warrant properly endorsedAgreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of August 2, 2011 (the “Right of First Refusal Agreement”), the Amended and Restated Voting Agreement dated of even date herewith (the “Voting Agreement”) and the applicable purchase agreement pursuant to which such Holder acquired the Registrable Securities. Each Holder consents to the Company’s making a notation on its records and giving instructions to any transfer agent for its capital stock to implement the restrictions on transfer established in this Agreement, the Right of First Refusal Agreement and Voting Agreement. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR FOR A LONGER PERIOD NOT TO EXCEED 34 DAYS IF THE ISSUER’S TRANSFER AGENT IS NOTIFIED BY THE ISSUER OR THE ISSUER’S COUNSEL THAT THIS LOCK-UP PERIOD RESTRICTION HAS BEEN EXTENDED FOR THE PURPOSE OF COMPLYING WITH NASD RULE 2711(F)(4) OR ANY SUCCESSOR PROVISIONS OR AMENDMENTS THERETO, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. (c) The Company shall be obligated to reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained (i) an opinion of counsel at such Holder’s expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without (d) registration, qualification or legend, and (ii) delivery of a notice of delivered such securities to the Company or its transfer in agent. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the form of Exhibit B stop-transfer instructions with respect to such securities shall be removed upon receipt by the Holder Company of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the an order of the Holder a new Warrant or Warrants of like tenor in the name of appropriate blue sky authority authorizing such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actremoval."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) (x) if such transfer is prior to the Company’s Initial Public Offering, the Warrant Shares Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and all rights hereunder are transferable shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (y) if such transfer is prior to the Company’s Initial Public Offering, the transferee thereof shall have agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and (z) if reasonably requested by the Company, the Holder shall have furnished the Company, at its expense, with (1) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (2) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be required for (i) a transfer not involving a change in beneficial ownership, (ii) a transfer under Rule 144, except in unusual circumstances, or (iii) transactions involving the transfer of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, in whole or in part, and from time to time, upon ; (iy) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, members or other equity owners or retired partners, retired members or other equity owners; or (z) to any venture capital fund, private equity fund or other investment fund that, in each case, is controlled by or under common control with one or more general partners or managing members of, or shares the same management company or registered investment adviser with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; providedCompany of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition and, however, that until each if such transfer is recorded on such booksprior to the Company’s Initial Public Offering, the Corporation may treat transferee thereof shall have agreed in writing for the registered holder hereof as benefit of the owner hereof for all purposes. Until Company to take and hold such time as it is no longer Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933or, as amended if following the Initial Public Offering, such securities are sold pursuant to Rule 144, or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a sale or transfer of the securities may be made without registration or qualification. (e) Notwithstanding anything to the contrary in this Agreement, (i) any or all of an Investor’s rights hereunder may be exercised by, and any or all of an Investor’s obligations hereunder may be discharged by, one or more Affiliates of such registration is not Investor designated by such Investor and (ii) more specifically, (x) an Investor may cause any shares of capital stock of the Company (or any securities directly or indirectly exercisable for, or convertible into or exchangeable for, such shares) required under or permitted to be purchased or otherwise acquired hereunder by such Investor to be so purchased or acquired, in lieu of such Investor, by an Affiliate of such Investor (and such Affiliate shall then become an “Investor” hereunder), and (y) any Investor holding securities directly or indirectly exercisable for, or convertible into or exchangeable for, shares of capital stock of the ActCompany shall have the right to have any such shares (or other securities) issuable upon the conversion, exercise or exchange of the securities held by such Investor issued in the name of one or more Affiliates of such Investor designated by such Investor (and each such Affiliate shall then become an “Investor” hereunder)."

Restrictions on Transfer. Subject In addition to the restrictions imposed by Section 1.1 hereof, and notwithstanding anything to the contrary contained herein, none of the Management Investors (it being understood that, any reference to a Management Investor in this Article IV as a holder of Management Securities shall also include such Management Investor’s heirs, executors, administrators, transferees, successors and assigns, as the case may be) shall effect a Transfer of any Management Securities other than (a) pursuant to Section 2.2 hereof in connection with an Approved Sale, (b) pursuant to Section 4.3 hereof in connection with an exercise of the Purchase Option (as such term is hereinafter defined), (c) with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the non-employee members of the Company’s Board of Directors) and the Required Holders, (d) to a Permitted Transferee of such Management Investor in question or (e) in connection with a Public Offering in which such Management Investor is permitted to participate. In exercising the consent and approval provided for in clause (c), each of the Company and the Required Holders may employ their sole discretion in evaluating the nature of the proposed transferee and each of the Company and the Required Holders may impose such conditions on Transfer as they deem appropriate in their sole discretion, including, but not limited to, requirements that the transferee be an employee or director of the Company or a Subsidiary and that the transferee purchase such Management Investor’s Management Securities as a “Management Investor” subject to the restrictions of this Article IV. In the event any Transfer is authorized pursuant to clause (c) above to an employee or director of the Company or a majority-owned direct or indirect subsidiary of the Company as a “Management Investor,” such employee or director shall execute an agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such employee or director shall agree to be bound by the terms and conditions of this Agreement, and such other provisions as the Company may determine, and upon such execution, such employee or director shall be entitled to the benefit of such provisions hereof and such other provisions as the Company determines and are set forth in such agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferees shall have no rights or privileges in or with respect to the Company. Notwithstanding the foregoing provisions, each Management Investor agrees that he or she will not effect a Transfer of any Management Securities prior to the lapse of such period of time following acquisition thereof as may be required to comply with applicable securities laws laws. For the purposes of this WarrantAgreement, the Warrant Shares and all rights hereunder are transferable to “Permitted Transferees” of any Affiliate of the Holder, Management Investors shall be as set forth in whole Section 1.1(b)(i) or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandinghereof; provided, however, that until each as a condition to a Transfer to any Permitted Transferee, such transfer is recorded on such booksPermitted Transferee shall agree, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), in writing and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form and substance reasonably satisfactory to the Corporation that Company, to become bound, and thereby shall become bound, by all the terms of this Agreement applicable to the Management Investor transferring such registration is not required under Management Securities. The Termination Date (as hereinafter defined) for a Permitted Transferee shall be the ActTermination Date with respect to the Management Investor who first acquired the Management Securities held by such Permitted Transferee pursuant to this Agreement."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in part, and from time to time, upon Except (i) surrender of as otherwise provided in this Warrant properly endorsed, and Article or (ii) delivery upon the unanimous consent of a notice all of transfer the other Voting Members, no Member shall sell, hypothecate, pledge, assign or otherwise transfer, with or without consideration, any part or all of his Ownership Interest in the form Company to any other person or entity (a “Transferee”), without first offering (the “Offer”) that portion of Exhibit B his or her Ownership Interest in the Company subject to the contemplated transfer (the “Offered Interest”) first to the Company, and secondly, to the other Voting Members, at the purchase price (hereinafter referred to as the “Transfer Purchase Price”) and in the manner as prescribed in the Offer. The Offering Member shall make the Offer first to the Company by written notice (hereinafter referred to as the “Offering Notice”). Within twenty (20) days (the “Company Offer Period”) after receipt by the Holder Company of the Offering Notice, the Company shall notify the Offering Member in writing (the “Company Notice”), whether or not the Company shall accept the Offer and shall purchase all but not less than all of the Offered Interest. If the Company accepts the Offer to purchase the Offered Interest, the Company Notice shall fix a closing date not more than twenty-five (25) days (the “Company Closing Date”) after the expiration of the Company Offer Period. In the event the Company decides not to accept the Offer, the Offering Member or the Company, at his or her or its duly authorized attorney election, shall, by written notice (the “Remaining Member Notice”) given within that period (the “Member Offer Period”) terminating ten (10) days after the expiration of the Company Offer Period, make the Offer of the Offered Interest to the other Voting Members, each of whom shall then have a period of twenty-five (25) days (the “Member Acceptance Period”) after the expiration of the Member Offer Period within which to notify in writing the Offering Member whether or not he or she intends to purchase all but not less than all of the Offered Interest. If two (2) or more Voting Members of the Company desire to accept the Offer to purchase the Offered Interest, then, in the absence of an agreement between them, such Voting Members shall have the right to purchase the Offered Interest in proportion to their respective Percentage Voting Interests. If the other Voting Members intend to accept the Offer and to purchase the Offered Interest, the written notice required to be given by them shall fix a closing date not more than sixty (60) days after the expiration of the Member Acceptance Period (hereinafter referred to as the “Member Closing Date”). The aggregate dollar amount of the Transfer Purchase Price shall be payable in cash on the Company Closing Date or on the Member Closing Date, as the case may be, unless the Company or the purchasing Voting Members shall elect by written notice that is delivered to the Offering Member, prior to or on the Company Closing Date or the Member Closing Date, as the case may be, to purchase such Offered Interest in four (4) equal annual installments, with the first installment being due on the Closing Date. If the Company or the other Voting Members fail to accept the Offer or, if the Offer is accepted by the Company or the other Voting Members and the Company or the other Voting Members fail to purchase all of the Offered Interest at the office of Transfer Purchase Price within the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor time and in the name manner specified, then the Offering Member shall be free, for a period (hereinafter referred to as the “Free Transfer Period”) of sixty (60) days from the occurrence of such Holder or as such Holder may direct. Each transferee and holder of this Warrantfailure, by accepting or holding to transfer the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Offered Interest to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandinga Transferee; provided, however, that until each such if all of the other Voting Members other than the Offering Member do not approve of the proposed transfer is recorded on such booksby unanimous written consent, the Corporation may treat Transferee of the registered holder hereof Offered Interest shall have no right to become a Member or to participate in the management of the business and affairs of the Company as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act")a Member or Manager, and may not be sold or transferred in shall only have the absence rights of an effective registration statement under Assignee and be entitled to receive the Act share of profits and the return of capital to which the Offering Member would otherwise have been entitled. A Transferee shall be admitted as a Member of the Company, and as a result of which he or an opinion of counsel in form satisfactory she shall become a substituted Member, with the rights that are consistent with the Membership Interest that was transferred, only if such new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Corporation that such registration is Company his required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by becoming a party hereto. If the Offering Member shall not required under transfer the ActOffered Interest within the Free Transfer Period, his or her right to transfer the Offered Interest free of the foregoing restrictions shall thereupon cease and terminate."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Company Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Securityholder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of such Company Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Company Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to timeSection 2.10, upon and: (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) delivery of a The Securityholder shall have given prior written notice of transfer in to the form of Exhibit B by the Holder of its duly authorized attorney at the office Company of the Corporation, Securityholder’s intention to make such disposition and shall have furnished the Corporation will at its expense issue to or upon the order Company with a detailed description of the Holder a new Warrant or Warrants manner and circumstances of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiableproposed disposition, and, when so endorsedif requested by the Company, the Securityholder shall have furnished the Company with evidence reasonably satisfactory to the Company that such disposition will not require registration of such Company Securities under the Securities Act, including, if requested by the Company, an opinion of counsel reasonably satisfactory to the Company, whereupon the holder hereof of such Company Securities shall be treated entitled to transfer such Company Securities in accordance with the terms of the notice delivered by the Corporation and all Securityholder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Company Securities by any Securityholder to (x) a Related Entity of the Securityholder,or (y) any of the Securityholder’s partners, members or other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or retired partners, retired members or other equity owners, or to the transfer hereof on the books estate of any of the CorporationSecurityholder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (iii) a transfer pursuant to the exercise of the Buy-Out Option; provided, in each case, that the Securityholder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Securityholder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer required under proposed disposition. (c) Each certificate representing Company Securities shall (unless otherwise permitted by the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares provisions of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not Agreement) be sold stamped or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory otherwise imprinted with a legend substantially similar to the Corporation that such registration is not required under the Act."legend set forth in Section 3.8

Restrictions on Transfer. The Holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. (a) Subject to applicable securities laws this WarrantSection 2.10, each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, these Sections 2.8 and 2.10, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel or “no action” letters for transactions made pursuant to Rule 144, except in unusual circumstances. (iii) Notwithstanding the provisions of subsections (a)(y)(i) and (a)(y)(ii) above, no such registration statement or opinion of counsel or “no action” letter shall be necessary for: (A) a transfer by a Holder to any Affiliate of its affiliates (including an affiliated fund now or hereafter existing that is managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, each an “Affiliated Fund”); (B) a transfer by a Holder that is a partnership, limited liability company or corporation to a partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (C) a transfer by gift, in whole will or in partintestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse; or (D) the transfer by a Holder exercising its co-sale rights under the Fourth Amended and Restated Right of First Refusal and Co- Sale Agreement by and among the Company and the Investors and certain other stockholders named therein of even date herewith, as amended, as the same may be amended and/or restated from time to time, upon if in each transfer under clauses (A), (B) or (C) the prospective transferee agrees in all such instances in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been securities are registered under the Securities Act of 1933, as amended Act; or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act; or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel reasonably satisfactory to the Corporation Company, that such registration is not required securities can be sold without restriction pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject to applicable securities laws The rights under this Warrant, the Warrant Shares and all rights hereunder are transferable Agreement shall be assignable by each Purchaser to any Affiliate transferee of all or any portion of the Holder, in whole or in part, and from time to time, upon Registrable Securities if: (i) surrender such transferee or assignee is an “affiliate” (as such term is defined in Rule 405 under the Securities Act) of this Warrant properly endorsedsuch Purchaser; (ii) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iii) the Company is furnished with written notice of (a) the name and address of such transferee or assignee, and (iib) delivery the securities with respect to which such registration rights are being transferred or assigned, and (iv) at or before the time the Company receives the written notice contemplated in clause (iii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein as applicable to a Purchaser. In the event that the Company receives written notice from a Purchaser that it has transferred all or any portion of its Registrable Securities pursuant to this Section 6(e) and such Holder has complied with clauses (i) through (iv) of the preceding sentence, the Company shall have up to ten (10) Business Days to file any amendments or supplements necessary to keep a Registration Statement current, effective and available for the resale of all of the Registrable Securities pursuant to Rule 415. The Company shall not assign this Agreement (or any rights or obligations hereunder) without the prior written consent of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office majority of the Corporation, the Corporation will at its expense issue to or upon the order Holders of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Registrable Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actthen outstanding."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Except for transfers permitted under Section 2.8(b), each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition (“Transfer”) of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to timeSection 2.10, upon (y) (i) surrender in the case of this Warrant properly endorsedthe Transfer of any Series A Preferred Stock, the Holder Transferring such shares shall either (A) Transfer, to the same person or entity receiving the Series A Preferred Stock, 1.05 shares of Series A-1 Preferred Stock for every share of Series A Preferred Stock being Transferred (rounded up to the nearest whole share of Series A-1 Preferred Stock) or (B) convert to Common Stock 1.05 shares of Series A-1 Preferred Stock for every share of Series A Preferred Stock being Transferred (rounded up to the nearest whole share of Series A-1 Preferred Stock) and (ii) delivery of a notice of transfer in the form case of Exhibit B the Transfer of any Series A-1 Preferred Stock, the Holder shall not Transfer any shares of Series A-1 Preferred Stock unless it is also Transferring, to the same person or entity receiving the Series A-1 Preferred Stock, that number of shares of Series A Preferred Stock that would require the Holder, pursuant to subsection (y)(i)(A), to Transfer the number of shares of Series A-1 Preferred Stock being Transferred and (z): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition shall not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto. (b) Permitted transfers are (i) transfers not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation or limited liability company, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule, and (iv) transfers to any affiliated partnership or investment entity (including without limitation any transfer hereof on from one Agilus Entity to any other Agilus Entity) or funds managed by them or any of their respective directors, officers or partners; provided, in each case, that the books of the Corporation, any Holder thereof shall give written notice to the contrary notwithstandingCompany of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition; provided, howeverprovided further, that until the transferee thereof has agreed in writing to be subject to the terms of the purchase agreement under which the Restricted Securities being transferred were originally issued and related agreements as if it were an Investor thereunder; and provided further, in each case ((i) through (iv)), that such transfer is recorded on such books, made in accordance with the Corporation may treat terms and conditions of Section 2.8(a)(y). (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK UP PERIOD IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 (provided that this Section 2.8(a) shall not apply to any Affiliate Pivotal Permitted Transfer unless there is a change in the registered holder of Registrable Securities pursuant to such Pivotal Permitted Transfer), and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel shall be necessary for: (i) a transfer, including any Pivotal Permitted Transfer, not involving a change in beneficial ownership; (ii) transactions, including any Pivotal Permitted Transfer, involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; (iii) transfers, including any Pivotal Permitted Transfer, in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with Rule 144 or (iv) subject to compliance with applicable securities laws, in the case of the FF Investor or the FF Beneficial Investor to any FF Permitted Transferee; provided, in each case, that the Holder shall give written notice to the contrary notwithstandingCompany of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition (an “Exempted Transfer Notice”); provided, however, provided further that until each no such transfer Exempted Transfer Notice shall be required with respect to any Pivotal Permitted Transfer unless there is recorded on such books, the Corporation may treat a change in the registered holder hereof as of Registrable Securities pursuant to such Pivotal Permitted Transfer. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the owner hereof for all purposes. Until such time as it is no longer provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration or qualification. (e) Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is not required subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the ActSecurities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. Notwithstanding anything to the contrary contained in this Agreement or any of the other Agreements (as such term is defined in the Purchase Agreement), no notice to the Company of any kind or other restriction shall apply to any Pivotal Permitted Transfer that does not result in a change in the registered holder of Registrable Securities to be transferred."

Restrictions on Transfer. (a) Subject to applicable securities laws this Warrantthe rights and restrictions set forth in Article IV, the Warrant Shares and all rights hereunder are transferable to no shares of Company Stock now or hereafter owned by any Affiliate of the HolderStockholder or any interest therein, in whole or in partmay be Transferred, and from time to time, upon other than: (i) surrender any Transfer by any Stockholder to a Third Party with the prior approval of this Warrant properly endorsed, and the Board of Directors; (ii) delivery Transfers to one or more of such Stockholder’s Permitted Transferees; (iii) in the case of any Stockholder, any Transfer to a Third Party; provided that the Stockholders (other than the Trimaran Group) shall not have the ability to effect any Transfer, without the prior consent of the majority of directors of the Company, pursuant to this clause (iii) until after the five (5) year anniversary of the Closing; and provided further that any such permitted Transfer under this clause (iii) shall be subject to the provisions of Article IV; (iv) any Transfer by any Stockholder to a Third Party of any of such Person’s shares of Company Stock arising as a result of the exercise by such Stockholder of “tag-along” rights pursuant to Article IV: provided that during any period following any termination of the Management Stockholder’s employment with the Company or any of its Subsidiaries up until the expiration of the Company’s call period set forth in Section 6.1, such Management Stockholder and his Permitted Transferees shall not be permitted to Transfer any shares of Company Stock pursuant to the provisions of Article IV; (v) pursuant to any sale of shares of Company Stock in connection with the exercise by the Trimaran Group of its rights under Article V; (vi) upon the exercise by the Company (or its designee) or any Management Stockholder (or his or her personal representatives) of any “call” or “put” rights, as applicable, provided for in Article VI; and (vii) any sale of shares of Company Stock in connection with the exercise of such Person’s rights under Article VII; (b) Any Transfer of shares of Company Stock made pursuant to this Section 3.1 to a Third Party or a Permitted Transferee shall be effective only if: (i) such Third Party or Permitted Transferee (to the extent not already party to this Agreement) shall agree in writing, in accordance with Article IX hereof, to be bound by the terms and conditions of this Agreement to the same extent and in the same manner as the Stockholder transferring such shares of Company Stock; (ii) the Transfer to such Third Party or Permitted Transferee is in compliance with all applicable federal, state and foreign securities laws; (iii) in the event of a notice Transfer to a Third Party, if requested by the Board of transfer Directors in its sole judgment, the Company receives an opinion of counsel reasonably acceptable to the Company, at the expense of the Stockholder proposing the Transfer, reasonably satisfactory in form and substance to the Board of Directors, to the effect that: (A) such Transfer would not violate the Securities Act or any state securities or “blue sky” laws applicable to the Company or the shares of Company Stock to be Transferred, (B) such Transfer shall not impose liability or reporting obligations on the Company or any Stockholder in any jurisdiction, whether domestic or foreign, or result in the form Company or any Stockholder becoming subject to the jurisdiction of Exhibit B by any court or Governmental Authority anywhere, other than the Holder states, courts and Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction and (C) such other customary matters as the Board of its duly authorized attorney at Directors may reasonably request; and (iv) in the office event of a Transfer to a Permitted Transferee, the Stockholder has obtained the prior approval of the CorporationBoard of Directors (which consent shall not be withheld unless, in the reasonable opinion of the Board of Directors, such Transfer of shares of Company Stock by such Stockholder together with all other Transfers of shares of Company Stock made by such Stockholder could result in or create a significant risk (as defined below) that, prior to any Registration, the Corporation will at its expense issue Company may become subject to or upon the order informational requirements of the Holder a new Warrant or Warrants of like tenor in Exchange Act). For the name of such Holder or as such Holder may direct. Each transferee and holder purposes of this WarrantSection 3.1(b)(iv), by accepting or holding the same, consents that this Warrant, when endorsed, in blank, a “significant risk” shall be deemed negotiable, and, to arise when so endorsedthe number of “holders of record” (as determined in accordance with the Exchange Act) is greater than 80% of the number of “holders of record” that would cause the application or continued application of the informational requirements of the Exchange Act under the then existing circumstances. (c) Notwithstanding any other provision of this Agreement, the holder hereof parties hereby agree that any Transfer or series of Transfers of any equity interests in Trimaran shall not constitute a Transfer of Company Stock for purposes of this Agreement. (d) No Transfer of shares of Company Stock in violation of this Agreement shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, made or to the transfer hereof recorded on the books of the Corporation, Company and any notice such Transfer shall be void and of no effect. (e) Notwithstanding anything to the contrary notwithstanding; providedcontrary, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and unexercised Exchange Options may not be sold or transferred Transferred to any Person except as a result of the laws of descent solely in order that Exchange Options may be exercised in accordance with the absence terms of an effective registration statement under the Act or an opinion applicable option agreement; provided further that Section 3.2 below shall apply in respect of counsel in form satisfactory to the Corporation that any shares into which such registration is not required under the ActExchange Options are exercised."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws make any disposition of all or any portion of the Shares or Registrable Securities unless and until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has agreed in writing to be bound by the terms of this WarrantAgreement and the Company’s Second Amended and Restated Voting Agreement dated as of even date herewith and as amended from time to time (the “Voting Agreement”), (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Warrant Shares and Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer effective as of the date of transfer. Any transfer in violation of this Section 2.1 shall be void. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners, former partners or affiliated funds in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all rights hereunder are transferable to any Affiliate of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer accordance with their interest in the form limited liability company, (D) an individual transferring to the Holder’s family member or trust for the benefit of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such an individual Holder or as such Holder may direct. Each (E) an individual or entity transferring to a transferee and holder of this Warrant, by accepting or holding satisfying the same, consents that this Warrant, when endorsed, in blank, shall criteria to be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandinga Major Investor; provided, howeverthat, that until in each case, within ten (10) days after such transfer is recorded on such bookstransfer, the Corporation may treat Company is given written notice thereof, and the registered holder hereof transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR SOLD PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS, PROHIBITIONS AND OTHER TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (d) The Company shall be obligated to reissue promptly unlegended certificates at the Act, request of any Holder thereof if the certificates representing Company has completed its Initial Offering and the Warrant Shares Holder shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or obtained an opinion of counsel in form satisfactory (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend; provided that the second legend listed above shall be removed only at such registration time as the Holder of such certificate is not required under no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the Actstop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal."

Restrictions on Transfer. Subject to applicable securities laws this Warrant(a) Without in any way limiting the foregoing, the Warrant Shares and Purchaser further agrees that Purchaser shall in no event make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole or in part, Shares which Purchaser is being issued unless and from time to time, upon until: (i) surrender of this Warrant properly endorsed, and (ii) delivery of there is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or covering such proposed disposition and such disposition is made in accordance with said registration statement; (ii) such disposition is made in accordance with the provisions of the Company’s Bylaws, (iii) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iv) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel in form counsel, reasonably satisfactory to the Corporation Company, that such disposition will not require registration is not required of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances." (b) Purchaser hereby agrees that for a period of 180 days following the effective date of the first registration statement of the Company covering Common Stock (or other securities) to be sold on its behalf in an underwritten public offering, Purchaser shall not, to the extent requested by the Company and any underwriter, sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Common Stock of the Company held by Purchaser at any time during such period except Common Stock included in such registration. (c) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Common Stock held by Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. (d) The Company shall not be required (i) to transfer on its books any Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Bylaws or (ii) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares shall have been so transferred.

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10; provided that the Company will not require any transferee of shares pursuant to any Affiliate an effective registration statement or, following the Initial Public Offering, Rule 144, to be bound by the terms of the Holder, in whole or in partthis Agreement, and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel or “no action” letters for transactions made pursuant to Rule 144, except in unusual circumstances. (iii) Notwithstanding the provisions of subsections (a)(i) and (a)(ii) above, no such registration statement or opinion of counsel or “no action” letter shall be necessary for: (A) a transfer by a Holder to any of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated Affiliates (including an Affiliated fund managed by the Corporation and all other persons dealing same manager or managing member or general partner or management company or investment adviser or by an entity controlling, controlled by, or under common control with this Warrant as the absolute owner hereof for such manager or managing member or general partner or management company or investment adviser, each an “Affiliated Fund”); (B) a transfer by a Holder that is a partnership, limited liability company or corporation to a partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (C) a transfer by gift, will or intestate succession of any purposes and as the person entitled partner to exercise the rights represented by this Warrant, his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse; or (D) the transfer by a Holder exercising its co-sale rights under the Fourth Amended and Restated Stockholders Agreement by and among the Company, the Investors and the stockholders named therein of even date herewith, as amended, if in each transfer under clauses (A), (B), or (C) the prospective transferee agrees in all such instances in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING AS SET FORTH IN AN REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on the books its records and giving instructions to any transfer agent of the Corporation, any notice Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the contrary notwithstanding; provided, however, that until each holder of such transfer is recorded on Restricted Securities if (i) such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been securities are registered under the Securities Act of 1933, as amended Act; or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act; or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel reasonably satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the ActSecurities Act without volume or manner of sale restrictions."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole or in part, Registrable Securities unless and from time to time, upon until: (i) surrender of this Warrant properly endorsed, and (ii) delivery of There is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) The disposition is made under Rule 144 under the Securities Act or its equivalent; or (A) The transferee has agreed in writing to be bound by the terms of 1933this Rights Agreement, as amended (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company upon the written advice of counsel to the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act. (iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, or to a wholly-owned subsidiary or an affiliate of such corporation (the term "ActAFFILIATE" being defined herein as any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity, with "CONTROL" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities or voting interests, by contract or otherwise), and may not be sold (C) a limited liability company to its members or transferred former members in accordance with their interest in the absence limited liability company, or (D) to such Holder's family member or trust for the benefit of an individual Holder, provided any such transferee will be subject to the terms of this Rights Agreement to the same extent as if he were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless the Registration Statement (as defined below) has been declared effective by the SEC at the time issuance thereof) be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Company agrees to reissue certificates for Registrable Securities without the legend set forth above (A) upon the effectiveness of the Registration Statement or (B) within three (3) trading days of receipt of a written request from the Purchaser, which request shall include such information as is reasonably necessary for the Company and its counsel to determine that such Registrable Securities (i) have been sold to a purchaser or purchasers who (in the opinion of counsel to the seller or such purchaser(s), in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such shares publicly without registration under the Securities Act, (ii) have been sold pursuant to an effective registration statement under statement, (iii) may be sold pursuant to Rule 144(k), or (iv) have been sold in compliance with Rule 144. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the Act stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. (e) Holder agrees to only dispose of the Registrable Securities pursuant to the Registration Statement (as defined below) or an opinion of counsel exemption from applicable securities law registration requirements, and otherwise in form satisfactory compliance with any other applicable rule, regulation or law. (f) Subject to compliance with applicable law, nothing in this Rights Agreement will restrict any Holder from engaging in Derivative Transactions with respect to the Corporation that such registration is not required under Purchaser Securities. Furthermore, nothing herein shall limit the Actright of any Holder to pledge the Purchaser Securities pursuant to a bona fide margin account or lending arrangement entered into in compliance with law, including applicable securities laws."

Restrictions on Transfer. Subject (a) Except as provided in Section 4.6, Section 9.1(c) and Section 9.1(d), no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to applicable securities laws the other parties under this WarrantAgreement or otherwise, the Warrant Shares and all rights hereunder are transferable Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any Affiliate rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall be null and void and of no force or effect whatsoever. For the Holderavoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of PubCo; provided that no Class B Shares may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. (b) In addition to any other restrictions on Transfer herein contained, including the provisions of this Article IX, in whole no event may any Transfer or in part, and from time to time, upon assignment of Interests by any Member be made (i) surrender of this Warrant properly endorsedto any Person who lacks the legal right, and power or capacity to own Interests; (ii) delivery of if such Transfer (A) would be considered to be effected on or through an “established securities market” or a notice of transfer “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the form Company having more than 100 partners, within the meaning of Exhibit B by Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the Holder rules of its duly authorized attorney at Treasury Regulations Section 1.7704-1(h)(3)), or (C) would cause the office Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Corporation, Code or a successor provision or to be classified as a corporation pursuant to the Corporation will at its expense issue to Code or upon the order successor of the Holder Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a new Warrant “party-in-interest” (as defined in Section 3(14) of ERISA) or Warrants a “disqualified person” (as defined in Section 4975(e)(2) of like tenor the Code); (iv) if such Transfer would, in the name opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Holder Interests or as any Equity Securities issued upon any exchange of such Holder may direct. Each transferee and holder of this WarrantInterests, by accepting pursuant to any applicable U.S. federal or holding state securities Laws; or (vi) if such Transfer subjects the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Company to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required regulation under the Act, Investment Company Act or the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Investment Advisors Act of 19331940, each as amended (or any succeeding law). Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(b) shall be null and void and of no force or effect whatsoever. (c) Notwithstanding the "Act"provisions in Section 9.1(a), but subject to the other provisions in this Article IX, a Member may Transfer all or a portion of its Units to a Permitted Transferee without the consent of any other Member or Person, but only if immediately after the proposed Transfer by such Member, taking into consideration the anti-abuse rule set forth in Treasury Regulations Section 1.7704-1(h)(3), and may not be sold or transferred as determined in the absence reasonable discretion of an effective registration statement the Managing Member: (i) in the case of a proposed Transfer by a Warburg Entity, all Warburg Entities, in the aggregate, would not represent more than 10 “partners” for purposes of calculating the number of “partners” in the Company under Treasury Regulations Section 1.7704-1(h)(l)(ii); (ii) in the Act or an opinion case of counsel a proposed Transfer by a Pine Brook Entity, all Pine Brook Entities, in form satisfactory the aggregate, would not represent more than 6 “partners” for purposes of calculating the number of “partners” in the Company under Treasury Regulations Section 1.7704-1(h)(l)(ii); (iii) in the case of a proposed Transfer by a Yorktown Entity, all Yorktown Entities, in the aggregate, would not represent more than 7 “partners” for purposes of calculating the number of “partners” in the Company under Treasury Regulations Section 1.7704-1(h)(l)(ii); and (iv) in the case of a proposed Transfer by a Member other than a Warburg Entity, a Pine Brook Entity, a Yorktown Entity, ▇▇▇▇▇▇▇ Equity Holdings, PubCo and any Subsidiary of PubCo, such Member and its Transferees (for the avoidance of doubt, other than PubCo and any Subsidiary of PubCo), in the aggregate, would not represent more than one “partner” for purposes of calculating the number of “partners” in the Company under Treasury Regulations Section 1.7704-1(h)(l)(ii). (d) Notwithstanding the provisions in Section 9.1(a), but subject to the Corporation that such registration is not required under other provisions in this Article IX, ▇▇▇▇▇▇▇ Equity Holdings may Transfer all or a portion of its Units to any of its members without the Actconsent of any other Member or Person."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition, and such disposition is made in accordance with such registration statement or such Holder shall give prompt written notice to the Company of such Holder’s intention to make such disposition and shall furnish the Company with a detailed description of the manner and circumstances of the proposed disposition and such disposition is being made pursuant to Rule 144; or (A) Such Holder shall give prompt written notice to the Company of such Holder’s intention to make such disposition and shall furnish the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall furnish the Company, at its expense, with an opinion of counsel to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company; and (B) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including this Section 2.8. (b) Notwithstanding the provisions of Section 2.8(a) above, no such restriction shall apply to a transfer by a Holder that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests or to any Affiliate affiliated entity, (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (iii) a limited liability company transferring to its members or former members in whole accordance with their interest in the limited liability company or to any affiliated entity, or (iv) an individual transferring to the Holder’s family member or trust or other estate planning entity for the benefit of an individual Holder or a member of his or her immediate family, provided that the Holder has provided the Company with notice of such transfer; provided that in parteach case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if such transferee were an original Holder hereunder (such persons, “Permitted Transferees”). (c) Each certificate representing stock certificates which are Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND (2) VOTING RESTRICTIONS, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and from time giving instructions to time, upon any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall promptly issue a certificate without such legend to the holder of such Restricted Securities if (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144."

Restrictions on Transfer. Subject (a) Except as provided in Section 3.6 and except for Transfers by HoldCo to applicable securities laws its members pursuant to Section 8.3 of the A&R Holdco Agreement, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s reasonable discretion. If, notwithstanding the provisions of this WarrantSection 8.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Warrant Shares and all rights hereunder are transferable Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any Affiliate rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of the HolderManaging Member; provided that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. (b) In addition to any other restrictions on Transfer contained herein, including the provisions of this Article VIII, in whole no event may any Transfer or in part, and from time to time, upon assignment of Interests by any Member be made (i) surrender to any Person who lacks the legal right, power or capacity to own Interests; (ii) unless, if requested by the Company, the Transferor has received a written opinion in form and substance that is reasonably acceptable to the Company from legal counsel or a qualified tax advisor (in either case who is reasonably acceptable to the Company) to the effect that such Transfer (A) will not be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) will not result in the Company having more than one hundred (100) partners, within the meaning of this Warrant properly endorsedTreasury Regulations Section 1.7704-1(h)(1) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), and (iiC) delivery will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a notice successor provision or to be taxed as a corporation pursuant to the Code or successor of transfer the Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (iv) if such Transfer would, in the form opinion of Exhibit B by counsel to the Holder of its duly authorized attorney at the office Company, cause any portion of the Corporation, the Corporation will at its expense issue to or upon the order assets of the Holder a new Warrant Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or Warrants of like tenor in otherwise cause the name Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Holder Interests or as any Equity Securities issued upon any exchange of such Holder may direct. Each transferee and holder of this WarrantInterests, by accepting pursuant to any applicable U.S. federal or holding state securities Laws; or (vi) if such Transfer subjects the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Company to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required regulation under the Act, Investment Company Act or the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Investment Advisors Act of 19331940, each as amended (the "Act"or any succeeding law), and may not . Any Transfer purported to be sold or transferred made in the absence violation of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actthis Section 8.1(b) shall be void ab initio."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such H▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include: (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder (each, an “Affiliated Transfer”); or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition. It is agreed that until each such transfer is recorded on such books, the Corporation may treat Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) Except as provided in Section 4.6 or any Transfer by a Member to applicable securities laws a Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any such determination in the Managing Member’s sole discretion shall be final and binding. If, notwithstanding the provisions of this WarrantSection 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Warrant Shares and all rights hereunder are transferable Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any Affiliate rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall be null and void ab initio and of no force or effect whatsoever. The restrictions on Transfer contained in this ARTICLE IX shall not apply to the Transfer of any capital stock of the HolderManaging Member; provided that no shares of Preferred Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. (b) In addition to any other restrictions on Transfer herein contained, including the provisions of this ARTICLE IX, in whole no event may any Transfer or in part, and from time to time, upon assignment of Interests by any Member be made (i) surrender of this Warrant properly endorsedto any Person who lacks the legal right, and power or capacity to own Interests; (ii) delivery of if such Transfer (A) would be considered to be effected on or through an “established securities market” or a notice of transfer “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the form Company having more than one hundred (100) partners, within the meaning of Exhibit B by Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the Holder rules of its duly authorized attorney at Treasury Regulations Section 1.7704-1(h)(3)), or (C) would cause the office Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Corporation, Code or a successor provision or to be taxed as a corporation pursuant to the Corporation will at its expense issue to Code or upon the order successor of the Holder Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a new Warrant “party-in-interest” (as defined in Section 3(14) of ERISA) or Warrants a “disqualified person” (as defined in Section 4975(e)(2) of like tenor the Code); (iv) if such Transfer would, in the name opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Holder Interests, pursuant to any applicable U.S. federal or as state securities Laws; or (vi) if such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding Transfer subjects the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Company to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required regulation under the Act, Investment Company Act or the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Investment Advisors Act of 19331940, each as amended (the "Act"or any succeeding law), . Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(b) shall be null and may not be sold void ab initio and of no force or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Acteffect whatsoever."

Restrictions on Transfer. Subject to applicable securities laws (A) Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this WarrantLease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the Warrant Shares and all rights hereunder are transferable to like) the whole or any Affiliate part of the HolderPremises. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in whole or consented to by Landlord under this Article XII shall be void, ab initio; shall be of no force and effect; and shall confer no rights on or in partfavor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions of this Article XII. (B) The following transactions will be deemed assignments for purposes of this Article XII and from time will require Landlord’s prior written consent in accordance with and subject to time, upon the provisions of this Article XII: (i) surrender an assignment by operation of this Warrant properly endorsedlaw (other than as a result of a Permitted Transfer, and as defined in Section 12.2); (ii) delivery an imposition (whether or not consensual) of a notice lien, mortgage, or other encumbrance upon Tenant’s interest in this Lease (other than in connection with a general pledge of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office assets provided no lien, mortgage or other encumbrance is recorded against any part of the CorporationHub Complex in connection therewith); (iii) if Tenant is a partnership or a limited liability company, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners or members owning, individually or collectively, a controlling interest in Tenant, occurring in one transaction or in a series of related transactions, unless such withdrawal or change is for a bona fide purpose not principally designed to effectuate an assignment or transfer of this Lease; (iv) if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the Corporation will at its expense issue to sale or upon the order transfer of a controlling interest of the Holder capital stock of Tenant occurring in one transaction or in a new Warrant or Warrants series of like tenor in related transactions (any of the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrantforegoing, by accepting or holding the samean “M&A Transaction”), consents except that this Warrantclause (iv) will not apply to initial public offerings; and (v) if Tenant is a general partnership, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled conversion of Tenant from a general partnership to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Acta limited liability partnership."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 (Market Stand-off Agreement), and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel or other evidence, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s Affiliates, the Corporation will at its expense issue to partners, members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital or other investment fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a reasonably detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF THE INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a sale or transfer of those securities may be made without registration or qualification. (e) Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, to any indirect or direct competitor of the Company, whereby a majority of the members of the Board (excluding any member designated by the Holder proposing to make such registration disposition) shall have sole authority to determine whether a proposed transferee is an indirect or direct competitor of the Company, which determination to be valid must include the affirmative consent of at least one Preferred Director so long as at least one Preferred Director is serving on the Board and at least one Preferred Director is not required under designated by the ActHolder proposing to make such disposition."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require prior written notice or opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (w) a parent, subsidiary or other Affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (x) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, members or other equity owners or retired partners, retired members or other equity owners, (y) to a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or any of such ▇▇▇▇▇▇’s Immediate Family Members, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstandingCompany of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition; provided further, in each case, that the person or entity receiving such transfer shall agree to be bound by the Transaction Documents in the same capacity as the transferring Holder thereunder with the same status and rights as the transferring Holder; and provided further, that the person or entity receiving such transfer will be provided the same benefits of this Section 2.8(b). (c) Notwithstanding the provisions of Section 2.8(a), the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the Initial Public Offering, Rule 144, in each case, to be bound by the terms of this Agreement. (d) Notwithstanding the provisions of Section 2.8 or any other provision of the Transaction Documents, each Significant Investor is entitled to transfer to any Affiliate, without restrictions, any shares of Preferred Stock and the rights of such Holder under this Agreement and the Transaction Documents; provided, howeverin each case, that until each the Significant Investor Party receiving such transfer is recorded on such books, shall agree to be bound by the Corporation may treat Transaction Documents in the registered holder hereof same capacity as the owner hereof transferring Significant Investor thereunder with the same status and rights as the transferring Significant Investor; and provided further, that the Significant Investor Party receiving such transfer will be provided the same benefits of this Section 2.8(d). For the avoidance of doubt, this Section 2.8(d) hereby constitutes a Substitute Provision (as defined pursuant to the Side Letter Agreement dated August 29, 2018 among the Company, LivaNova USA Inc., ▇.▇▇▇▇ fund, Optimas Capital Partners Fund LP, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ShangBay Capital and UCB Biopharma SPRL (the “LivaNova Side Letter”)) for all purposes. Until purposes of Section 5 of such time as it is no longer LivaNova Side Letter. (e) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. (f) The first legend referring to federal and state securities laws identified in Section 2.8(e) stamped on a certificate evidencing the Act, Restricted Securities and the certificates representing stock transfer instructions and record notations with respect to the Warrant Shares Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such registration a sale or transfer of those securities may be made without registration, qualification or legend. (g) Prior to the Initial Public Offering, each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is not required subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the ActSecurities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company." (h) The Company shall not be obligated to recognize any attempted sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, made other than in compliance with the terms and conditions of this Agreement. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Agreement.

Restrictions on Transfer. Subject (a) In addition to applicable securities laws this Warrantthe restriction of transfer contained in the Third Amended and Restated Stockholders Agreement, the Warrant Shares and all rights hereunder are transferable to any Affiliate dated as of the Holderdate hereof, in whole no Holder shall make any disposition of all or in part, any portion of the Shares or Registrable Securities unless and from time to time, upon until: (i) surrender There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; (ii) Such disposition is made pursuant to and in compliance with Rule 144; or (A) The proposed transferee has agreed in writing to be bound by the terms of this Warrant properly endorsedAgreement by executing a counterpart signature page in the form attached as ANNEX A (the "Counterpart Signature Page") (which shall not be deemed to be an amendment hereto), (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the provisions of paragraphs (i), (ii) delivery and (iii) above, no such registration statement or opinion of counsel shall be necessary for a notice transfer by a Holder which is: (A) a Holder's transfer of transfer in any or all shares held either during such Holder's lifetime or on death by will or intestacy to such Holder's immediate family or to any custodian or trustee for the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name account of such Holder or such Holder's immediate family ("immediate family" as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the Holder making such transfer); (B) a Holder's transfer of any or all of such Holder's shares to the Company or to any other stockholder of the Company; (C) a Holder's transfer of any or all of such Holder's shares to a person who, at the time of such transfer, is an officer or director of the Company; (D) a corporate Holder's transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate Holder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate Holder; (E) a corporate Holder's transfer of any or all of its shares to any or all of its stockholders; (F) a transfer by a Holder may direct. Each which is a limited or general partnership to any or all of its partners or former partners in connection with a liquidation or withdrawal event; (G) a transfer by a Holder to a limited partnership (or other similar entity) in which at least 90% of the general and limited partnership interests are held by, or in trust for, the Holder's immediate family; (H) a transfer by a limited liability company to its members or former members in accordance with their interest in the limited liability company; (I) a transfer by a Holder to an affiliate; and (J) a transfer by a Holder to a retirement plan (regardless of form) created by a Holder for the primary benefit of, or in trust for, the Holder and/or such Holder's immediate family or a transfer from such retirement plan to the designated beneficiary or beneficiaries thereof; PROVIDED that in each of the cases provided above the transferee and holder has agreed in writing to be bound by the terms of this Warrant, Agreement by accepting or holding the same, consents that this Warrant, when endorsed, in blank, executing a Counterpart Signature Page (which shall not be deemed negotiableto be an amendment hereto), and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, in compliance with all applicable federal and state securities laws. (b) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the Corporation may treat provisions of the registered holder hereof as Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActACT"), and may not AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Company shall be sold or transferred in obligated to reissue promptly unlegended certificates at the absence request of an effective registration statement under any holder thereof if the Act or holder shall have obtained an opinion of counsel in form satisfactory (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities proposed to be unlegended may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop transfer instructions with respect to such registration is not required under securities shall be removed upon receipt by the ActCompany of an order of the appropriate blue sky authority authorizing such removal."

Restrictions on Transfer. Subject to applicable securities laws this WarrantExcept as provided in Sections 4.2, 4.3 and 4.4, during the Warrant Shares period commencing on the Grant Date and all rights hereunder are transferable to ending on an Initial Public Offering (as defined in Section 4.9) (the "Restriction Period"), each Grantee shall not transfer, sell, assign, pledge, hypothecate, bequeath, give, create a Lien (as defined below) on, place in trust (voting or otherwise), designate a different trustee, custodian or beneficiary for any Affiliate of the Holdershares already held in trust, in whole assign or in partany other way encumber or dispose of, directly or indirectly and from time to timewhether or not by operation of law or for value (each, a "Transfer"), any Shares or beneficial interest in any Shares, except for a Transfer of Common Stock (each, a "Permitted Transfer") between such Grantee and such Grantee's guardian or conservator, a trust for the benefit of such Grantee or such Grantee's spouse or lineal descendants and, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name death of such Holder or as Grantee, such Holder may direct. Each transferee Grantee's executor, administrator and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandingheirs; provided, howeverthat in each case no Permitted Transfer shall be effective unless and until the transferee of the Shares (A) executes and delivers to the Company and Parent an appropriate document, satisfactory to Parent, in which such permitted transferee agrees that until each such transfer is recorded on such booksit shall be bound as a Grantee by, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant and that its beneficial ownership of any Shares shall bear be subject to, all the following legend:"The shares terms and conditions provided in this Agreement; and (B) executes and delivers to the Company and Parent an investor's letter satisfactory to the Company, in which such permitted transferee provides the Company with adequate representations and warranties with respect to the exemption of Stock represented by this certificate have not been registered such Transfer under the Securities Act and any applicable state securities laws. Notwithstanding the foregoing, for purposes of 1933determining a Termination of Employment, as amended (termination of the "Act"), and may not original Grantee's employment shall be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actdeterminative."

Restrictions on Transfer. Subject The Holder agrees that, subject to applicable securities laws this WarrantSection 2(b) of the Agreement, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Warrant Shares and all rights hereunder are transferable disposition (whether by actual disposition or effective economic disposition due to any Affiliate cash settlement or otherwise) by the Holder or by affiliate of the Holder), directly or indirectly, any of the Shares (any such action described in whole or this subsection shall be referred to in partthis Agreement as a "Disposition") unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2, provided and from time to timethe extent such Section is then applicable, upon and; (i) surrender of this Warrant properly endorsed, and (ii) delivery of There is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered registration statement under the Securities Act act of 1933, as amended (the "Securities Act")) covering such proposed Disposition and such Disposition is made in accordance with such registration statement; or (A) The Holder shall have notified the Company of the proposed Disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Disposition, and may not be sold or transferred in (B) if reasonably requested by the absence of an effective registration statement under Company, such Holder shall have furnished the Act or Company with an opinion of counsel in form counsel, reasonably satisfactory to the Corporation Company, that such Disposition will not require registration is not required of such shares under the Securities Act. It is agreed that the Company will not require registration of such shares under the Securities Act. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to its partners or former partners in accordance with partnership interests, provided the transferee will be subject to the terms of this Section 2 to the same extent as if he were an original Holder hereunder."

Restrictions on Transfer. Subject (a) Without the prior written consent of the Company (acting through a majority of the Designated Independent Directors), during an initial period of two years following the Closing, TD shall not, and shall not permit its Affiliates to, Transfer any Voting Securities or agree to Transfer, directly or indirectly, any Voting Securities; provided that the foregoing restriction shall not prohibit TD or any of its Affiliates from Transferring any Voting Securities (i) to the Company pursuant to Section 2.1(c) or (ii) to an Affiliate of TD that agrees in writing with the Company to be bound by this Agreement as fully as if it were an initial signatory hereto. (b) Following the second anniversary of the Closing and until the fifth anniversary of the Closing, TD shall not, and shall not permit its Affiliates to, Transfer any Voting Securities or agree to Transfer, directly or indirectly, any Voting Securities; provided that the foregoing restriction shall not be applicable to Transfers: (i) to an Affiliate of TD which agrees in writing with the Company to be bound by this Agreement as fully as if it were an initial signatory hereto; (ii) pursuant to the restrictions of Rule 144 under the Securities Act applicable to sales of securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable by Affiliates of an issuer (regardless of whether TD or its Affiliates is deemed at such time to any be an Affiliate of the HolderCompany); (iii) subject to Section 3.3, to any Person who, after giving effect to such Transfer, would Beneficially Own Voting Securities representing in whole or the aggregate less than 5% of the Total Voting Power; provided that such Person is an institutional investor which (x) purchases such shares in partthe normal course of its investment business, for investment purposes only, and from time to time, upon (i) surrender with no intention of this Warrant properly endorsed, influencing control of the Company and (iiy) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or provides appropriate certification to the transfer hereof on the books of the Corporation, any notice Company as to the contrary notwithstanding; providedforegoing matters; (iv) pursuant to a firm commitment, howeverunderwritten distribution to the public, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act Act, in which TD uses its commercially reasonable efforts to (A) effect as wide a distribution of 1933, such Voting Securities as amended (the "Act")is reasonably practicable, and may (B) not be sold or transferred knowingly, sell Voting Securities to any Person who after consummation of such offering would have Beneficial Ownership of Voting Securities representing in the absence aggregate 5% or more of an effective registration statement under the Act Total Voting Power; (v) as a bona fide pledge to a financial institution, entered into in good faith and not for the purpose of avoiding the restrictions set forth in this Agreement and with the prior written consent, not to be unreasonably withheld or an opinion delayed, of counsel in form and on terms reasonably satisfactory to the Corporation Company (acting through a majority of the Designated Independent Directors); provided that the amount of Voting Securities subject to the pledge does not exceed 19.9% of the Total Voting Power; or (vi) with the Company’s prior written consent (provided by a majority of the Designated Independent Directors). (c) Subject to the provisions of Section 3.3, following the second anniversary of the Closing, TD and its Affiliates may Transfer Voting Securities or agree to Transfer Voting Securities to a Person that would Beneficially Own Voting Securities representing in the aggregate more than 10% of the Total Voting Power; provided, that if TD and its Affiliates would Beneficially Own Voting Securities representing in the aggregate less than 50% of the Total Voting Power as a result of such registration Transfer, TD and its Affiliates shall condition such Transfer by them to such Person upon such Person contemporaneously therewith offering to acquire, or acquiring, on the same price and other financial terms and conditions as are applicable to TD and/or its Affiliates in such Transfer, either (x) 100% of the Voting Securities Beneficially Owned by stockholders of the Company other than TD and its Affiliates or (y) a number of Voting Securities Beneficially Owned by stockholders of the Company other than TD and its Affiliates equal to the product of (A) the aggregate number of Voting Securities Beneficially Owned by stockholders of the Company other than TD and its Affiliates multiplied by (B) a fraction, the numerator of which is not the number of Voting Securities proposed to be Transferred by TD and its Affiliates to such Person and the denominator of which is the aggregate number of Voting Securities Beneficially Owned by TD and its Affiliates on the date of such Transfer; and provided, further, that a Transfer pursuant to this Section 3.2(c) may only be made prior to the third anniversary of the Closing if the Chief Executive Officer of TD advises the Board that he has determined to make such Transfer based on his good faith assessment of the requirements of TD’s financial or capital situation at such time, exercising his business judgment based on changes in circumstances since the date of this Agreement. In order for the conditions in the preceding proviso to be satisfied, (A) such Person shall make such offer in compliance with applicable law, including, if applicable, Section 14(d)(1) of the Exchange Act and Regulation 14D promulgated thereunder and (B) if a result of such Transfer, such Person would, following such Transfer, Beneficially Own Voting Securities representing in the aggregate more than 15% of the Total Voting Power but less than 90% of each class of Capital Stock of which ownership would be required under in order to effect a merger pursuant to Section 253 of the ActDGCL or any successor provision, such Person must, in connection with the closing of such transaction, agree to be bound by this Agreement as fully as if it were an initial signatory hereto. The provisions of this Section 3.2(c) shall only apply for as long as TD and its Affiliates Beneficially Own Voting Securities representing at least 25% of the Total Voting Power."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to timeSection 2.10, upon except for transfers permitted under Section 2.8(b): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office detailed description of the Corporation, the Corporation will at its expense issue to or upon the order manner and circumstances of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiableproposed disposition, and, when so endorsed, the holder hereof shall be treated if requested by the Corporation and all Company, such Holder shall have furnished the Company, at its expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (v) any family member or trust for the benefit of any individual holder, (w) any member or former member of any Holder that is a limited liability company (x) a parent, subsidiary or other persons dealing with this Warrant as the absolute owner hereof for affiliate of Holder that is a corporation, (y) any purposes and as the person entitled to exercise the rights represented by this Warrantof its partners, members or other equity owners, retired partners, retired members, affiliated funds, or other equity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder or (aa) any subsidiary, affiliate or stockholder of a corporation, or (iii) transfers in compliance with Rule 144, as long as the CorporationCompany is furnished with satisfactory evidence of compliance with such Rule; provided, any in the case of (iii) above, that the Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a public sale or transfer of such securities may be made without registration is not required under the Securities Act (e) Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company, if such proposed transferee would, following such sale, assignment, transfer, pledge or other disposition, beneficially own 20% or more of the Company’s outstanding voting securities, calculated on the basis of voting power, unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company."

Restrictions on Transfer. Subject (a) Except as provided in Section 4.6 and except for the Transfers by a Member to applicable securities laws Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion; provided that to the extent that the Managing Member determines in good faith that a proposed transfer would not have the effect contemplated by Section 9.1(b), then the Managing Member will not withhold its consent to a transfer by any Member, individually or collectively with one or more other Members, that would result in the Transferee, together with its Affiliates, holding at least 10% of the Units not held by the Managing Member. If, notwithstanding the provisions of this WarrantSection 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Warrant Shares and all rights hereunder are transferable Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any Affiliate rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the HolderManaging Member; provided that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. The Company intends to satisfy the private placement safe-harbor in Treasury Regulation Section 1.7704-1(h) and intends to limit issuances of Interests and to limit Transfers of Interest to satisfy the requirement in Treasury Regulation Section 1.7704-1(h)(ii). In furtherance of the foregoing and notwithstanding the foregoing provisions in this paragraph, in whole or in part, and from the Interests held by each person who is a Member at the time of the IPO (including the Interests held by each person who is a Member at the time of the IPO that has been transferred to time, upon any successive Transferee) shall not be permitted to be Transferred to a Permitted Transferee if such Interests would be held by more than four (i4) surrender “partners” for purposes of this Warrant properly endorsed, and (ii) delivery calculating the number of a notice of transfer “partners” in the form of Exhibit B by Company under Treasury Regulation Section 1.7704-1(h)(ii) immediately after a proposed Permitted Transfer unless the Holder of Managing Member provides its duly authorized attorney at the office of the Corporationconsent to such Transfer, the Corporation will at its expense issue to which consent shall be granted or upon the order of the Holder a new Warrant or Warrants of like tenor withheld in the name of such Holder or as such Holder may directManaging Member’s sole discretion. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice Notwithstanding anything to the contrary notwithstanding; providedin this Agreement, however, the Managing Member shall limit the issuances of Interests after the IPO and limit its consent to Transfers so that until the Interests held by each person who is a Member immediately after the IPO (including any successive Transferee of each such transfer Interest) is recorded able to be held by up to four “partners” in the Company in connection with the Company satisfying the private placement safe-harbor under Treasury Regulation Section 1.7704-1(h). (b) In addition to any other restrictions on Transfer herein contained, including the provisions of this Article IX, in no event may any Transfer or assignment of Interests by any Member be made to any Person who lacks the legal right, power or capacity to own Interests; if in the opinion of legal counsel or a qualified tax advisor to the Company such booksTransfer presents a material risk that such Transfer would cause the Company to cease to be classified as a partnership or to be classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code for U.S. federal income tax purposes; if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Corporation may treat Code); if such Transfer would, in the registered holder hereof as opinion of counsel to the owner hereof for all purposes. Until Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; if such time as it is no longer required Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or if such Transfer subjects the Company to regulation under the Act, Investment Company Act or the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Investment Advisors Act of 19331940, each as amended (the "Act"or any succeeding law), and may not . Any Transfer purported to be sold or transferred made in the absence violation of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actthis Section 9.1(b) shall be void ab initio."

Restrictions on Transfer. Subject In addition to applicable securities laws this WarrantTransfers permitted pursuant to Article IX of the Partnership Agreement, but subject to Section 9.3 of the Partnership Agreement, the Warrant Shares General Partner hereby consents to (i) all Transfers of SCUs which are described in clauses (a)-(d) of this Paragraph 8 (any such Transfer, an "Approved Transfer") and (ii) the admission of any transferee of a SCU pursuant to any Approved Transfer as a Substituted Limited Partner (and the conditions set forth in Section 9.2 of the Partnership Agreement for such admission will be deemed satisfied) upon the filing with the Operating Partnership of (A) a duly executed and acknowledged instrument of assignment between the transferor and the transferee specifying the SCUs being assigned, setting forth the intention of the transferor that such transferee succeed to the transferor's interest as a Limited Partner with respect to the SCUs being assigned and agreement of the transferee assuming all rights hereunder of the obligations of a Limited Partner under the Partnership Agreement with respect to such transferred SCUs accruing from and after the date of transfer, (B) a duly executed and acknowledged instrument by which the transferee confirms to the Operating Partnership that it accepts and adopts the provisions of the Partnership Agreement applicable to a Limited Partner and (C) any other instruments reasonably required by the General Partner and payment by the transferor of a transfer fee to the Operating Partnership sufficient to cover the reasonable expenses of the transfer, if any. For the purposes of this Paragraph 8, all of the following Transfers shall be considered Approved Transfers: (a) any transfer by an initial holder of any SCU or any permitted transferee thereof to one or more of the initial holders of SCUs or to the designated holding entity (as contemplated in the Master Contribution Agreement) of one or more of the initial holders of SCUs, which holders and designated holding entities are transferable identified on the Schedule A hereto (each, an "Initial Holder"); (b) any transfer to any Immediate Family Member of any Initial Holder or any initial beneficial owner of any interest in any Initial Holder of SCUs or any Immediate Family Member thereof, or any trust for the benefit of any Initial Holder or initial beneficial owner of any interest in any Initial Holder of SCUs or any Immediate Family Member thereof; (c) any transfer to any Affiliate of any Initial Holder or initial beneficial owner of any interest in any Initial Holder of SCUs or to any charitable organization; and (d) any pledge by an Initial Holder or any permitted transferee thereof to an institutional lender as security for a bona fide obligation of the Holder, in whole or in partholder, and from time any transfer to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of any such pledgee or any designee thereof or purchaser therefrom following a notice of transfer default in the form of Exhibit B obligation secured by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actpledge."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, (a) Except as provided in Section 3.7 and Section 8.1(c) and except for the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in part, and from time to time, upon Transfers (i) surrender by an H&F Continuing Member to an H&F Permitted Transferee, (ii) by a Management Member to a Management Permitted Transferee, provided, that any and all such Transfers shall not at any time result in greater than sixteen (16) Management Members (including Management Permitted Transferees) as parties to this Agreement or (iii) by an eRx Member of Non-Escrowed Units to an eRx Permitted Transferee, provided, that any and all such Transfers shall not at any time result in greater than eight (8) eRx Members (including eRx Permitted Transferees) as parties to this Agreement, no Member shall, nor shall its direct and indirect equity holders, Transfer all or any portion of its Interest, directly or indirectly, without the prior written consent of the Managing Member. If, notwithstanding the provisions of this Warrant properly endorsedSection 8.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no force or effect whatsoever. In the event a Transfer of any Interests (other than a Transfer of Interests pursuant to Section 3.7) causes a termination of the Company for tax purposes under Section 708 of the Code, the transferring Member shall indemnify and hold harmless the other Members with respect to the net amount of any incremental tax costs resulting from such termination. For the avoidance of doubt, the restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. (b) In addition to any other restrictions on Transfer herein contained, including the provisions of this Article VIII, in no event may any Transfer or assignment of Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Interests; (ii) if in the opinion of legal counsel or a qualified tax advisor to the Company such Transfer presents a material risk that such Transfer would cause a termination of the Company for federal or state income tax purposes; (iii) if in the opinion of legal counsel or a qualified tax advisor to the Company such Transfer presents a material risk that such Transfer would cause the Company to cease to be classified as a partnership or to be classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code for federal income tax purposes; (iv) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (v) if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulation or otherwise cause the Company to be subject to regulation under ERISA; (vi) if such Transfer requires the registration of such Interests pursuant to any applicable federal or state securities Laws; or (viii) if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). (c) Notwithstanding the provisions of Section 8.1(a), (i) each of the H&F Continuing Members may exchange all or a portion of the Units owned by such Member in accordance with Section 3.7 of this Agreement or, if the Managing Member and the exchanging Member shall mutually agree, Transfer such Units, together with a corresponding number of shares of Class B Stock, to the Managing Member for other consideration at any time following the consummation of the IPO, (ii) each of the eRx Members may exchange all or a portion of the Units owned by such eRx Member in accordance with Section 3.7 of this Agreement or, if the Managing Member and the exchanging eRx Member shall mutually agree, Transfer such Units, together with a corresponding number of shares of Class B Stock, to the Managing Member for other consideration at any time following the consummation of the IPO, and (iiiii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office each of the Corporation, the Corporation will at its expense issue to Management Members may exchange all or upon the order a portion of the Holder a new Warrant or Warrants of like tenor Vested Units owned by such Management Member in the name of such Holder or as such Holder may direct. Each transferee and holder accordance with Section 3.7 of this WarrantAgreement or, by accepting or holding if the sameManaging Member and the exchanging Management Member shall mutually agree, consents that this WarrantTransfer such Units, when endorsedtogether with a corresponding number of shares of Class B Stock, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on Managing Member for other consideration at any time following the books consummation of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActIPO."

Restrictions on Transfer. Subject The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, the Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution or transfer of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation; (y) any of the CorporationHolder’s principals, or the Corporation will at its expense issue to partners, members or upon the order other equity owners, or retired partners, retired members or other equity owners of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this WarrantHolder’s principals, or to the transfer hereof on the books estate of any of the CorporationHolder’s or such Holders’ principals, partners, members or other equity owners or retired partners, retired members or other equity owners; or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder or the Holder’s principals (each, an “Affiliate”), or (iii) in any transaction in compliance with SEC Rule 144; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actproposed disposition."

Restrictions on Transfer. Subject Without limiting the representations set forth herein, Seller hereby further agrees not to applicable securities laws this Warrantsell, the Warrant Shares and assign, transfer, convey, dispose of, pledge or otherwise encumber (each, a "Transfer") all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole or in part, Purchaser Shares unless and from time to time, upon until: (i) surrender there is a registration statement filed by Purchaser with, and declared or ordered effective by, the Commission under the Securities Act covering such proposed Transfer of Purchaser Shares and such Transfer is made in accordance with such registration statement; (ii) the Transfer is effected in compliance with Rule 144 promulgated by the Commission under the Securities Act; or (iii) Seller shall have (i) notified Purchaser in writing of its intention to effect such proposed Transfer of Purchaser Shares, (ii) furnished Purchaser with a statement in reasonable detail of the manner and circumstances of such proposed Transfer, (iii) caused the proposed transferee of such Purchaser Shares to agree in advance to take and hold such Purchaser Shares on the terms set forth in this Warrant properly endorsedSection 6.9, and (iiiv) delivery if requested by Purchaser, furnished Purchaser with an unqualified written opinion of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue legal counsel (which counsel shall be reasonably satisfactory to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsedPurchaser), in blankform and substance reasonably satisfactory to Purchaser, shall opining that such proposed Transfer may be deemed negotiable, and, when so endorsed, effected without registration thereof under the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandingSecurities Act; provided, however, that until each this Section 6.9(a)(ii) shall not apply to any proposed Transfer of Purchaser Shares (A) not involving a change in the beneficial ownership of such transfer is recorded on such booksPurchaser Shares, or (B) effected under and in compliance with Rule 144 promulgated by the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered Commission under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF THE COMPANY, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act." (e) Notwithstanding anything in this Section 2.8, with respect to each Warrant Holder, to the extent that any provision in this Section 2.8 conflicts or is inconsistent with any provision in such Warrant Holder’s Warrant, the provision in such Warrant shall control with respect to the transferability of such Warrant. The transferability of any Warrant Shares shall be governed by this Agreement without regard to the related Warrant.

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof shall comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to applicable securities laws this Warrantmake any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 hereof, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to any Affiliate the Company of the Holder, in whole or in part’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and from time to timethe Holder shall have furnished the Company, upon at the Holder’s expense, with (i) surrender an opinion of this Warrant properly endorsedcounsel (which, and for the avoidance of doubt, may include such Holder’s in-house legal counsel), reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) delivery a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its duly authorized attorney at the office records and giving instructions to any transfer agent of the Corporation, Restricted Securities in order to implement the Corporation will at its expense restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be removed and the Company shall issue a certificate without such legend to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital or private equity fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company or is under common investment management with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The Founder shall not, except in compliance with Section 3.1(b), Transfer any Company Securities if the Companies Securities proposed to applicable securities laws be Transferred, when aggregated with all the Company Securities that, as of the time of the proposed Transfer, have been Transferred by the Founder after the date of this WarrantAgreement, exceed (on an as-converted and as-exercised basis) 1,314,285 Class A Ordinary Shares (the “Threshold Amount”) (such excess, the Warrant Shares “Excess Amount”). For the avoidance of doubt, for purposes of this Agreement, (x) a Transfer of any Company Securities by a Person Controlled by the Founder shall be deemed a Transfer of an equal number of Company Securities by the Founder, and (y) a Transfer or issuance of equity securities in any Person that is Controlled by the Founder and beneficially owns any Company Securities to any third party shall be deemed a Transfer by the Founder of (A) a proportional amount of Company Securities beneficially owned by such Person if such Person remains Controlled by the Founder after such Transfer or issuance, or (B) all rights hereunder are transferable of the Company Securities beneficially owned by such Person if otherwise. (b) Notwithstanding anything to the contrary in Section 3.1(a), Section 3.1(a) shall not apply to any Transfer by the Founder of Company Securities (i) pursuant to an exercise by the Investor of the Call Option, (ii) to his spouse, children or trusts Controlled by him solely for tax or estate planning purposes; (iii) upon the death or incapacity of the Founder and pursuant to the terms of any trust or will of the Founder or by the Law of intestate succession; or (iv) to any Affiliate of the HolderFounder that is directly or indirectly wholly-owned by the Founder, provided that in whole or in parteach case of (ii), and from time to time, upon (iiii) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer iv), the transferee thereof agrees in the form of Exhibit B writing to be bound by the Holder restrictions and obligations applicable to the Founder set forth herein. Notwithstanding anything to the contrary in Section 3.1(a), after the Closing of its duly authorized attorney at Call Option, Section 3.1(a) shall cease to apply to any Transfer of Company Securities by the office Founder upon the earlier of (x) the Investor having appointed a majority of the Corporationnon-independent directors of the Company and (y) the close of business on the fifth (5th) Business Day following the date on which the Company, the Corporation will at Board or its expense issue to applicable committee (or upon the order of the Holder their respective authorized representative) delivered a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any written notice to the contrary notwithstanding; providedInvestor specifically requesting that the Investor designate a number of non-independent directors of the Company that, howeverwhen aggregated with the existing non-independent directors of the Company already appointed by the Investor, that until each would constitute a majority of the non-independent directors of the Company, if the Investor shall have failed to, within such transfer is recorded on five (5) Business Day period, respond to such books, the Corporation may treat the registered holder hereof as the owner hereof notice by proposing candidates for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actnon-independent directors."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), or (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include: (i) a transfer not involving a change in beneficial ownership, (ii) a transfer between MSIM Investors, (iii) a transfer between an Investor that is a registered investment company (i.e., a mutual fund) and another registered investment company due to a merger or reorganization of such registered investment companies, (iv) a transfer between TRP Investors, or (v) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund, general partner entity or management company that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, (x) that the Holder thereof shall give written notice to the contrary notwithstanding; providedCompany of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition and (y) the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement, however, that until each such transfer is recorded on such books, including without limitation the Corporation may treat obligations set forth in Section 2.10. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) Licensee may not, without Licensor's prior written consent or as set forth in that certain Services Agreement (the "Services Agreement") between Licensor and Licensee dated as of the Effective Date (collectively, a "Consent to applicable securities laws Transfer"), sublicense, sell, lend, rent or otherwise transfer the Database or any portion thereof, or assign any of its rights or obligations under this WarrantLicense, the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holderother person or entity, in whole or in partincluding, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporationwithout limitation, any notice to the contrary notwithstandingof Licensee's wholly or partially owned subsidiaries or affiliates; provided, however, that until each such transfer is recorded on such booksLicensee may make copies of the Database sufficient for its own back-up, development and production purposes. (b) If Licensee obtains a Consent to Transfer from Licensor, Licensee will obtain a written undertaking from the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended intended transferee (the "ActPermitted Transferee")) prior to effecting such transfer acknowledging and agreeing to the following: (i) That the Database is the valuable, sole and exclusive intellectual property of Licensor; (ii) That the Permitted Transferee will only use the Database in the manner expressly permitted under the Consent to Transfer, and may that the Permitted Transferee will be liable for any use of the Database by Permitted Transferee, its agents, employees, assigns or transferees that is not expressly permitted under the Consent to Transfer; (iii) That the Permitted Transferee has read and agrees to be sold bound by Sections 4, 6, 7, 8 and 9 of this License with respect to its use of the Database; and (iv) That the Permitted Transferee will place appropriate copyright notices on all materials created by or transferred for the Permitted Transferee that contain all or any portion of the information contained in the absence Database, regardless of an effective registration statement under the Act whether such materials are in printed, video, audio, electronic or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actany other form."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in partThe Standby Purchaser shall not, and from time to timeshall ensure that its affiliates do not, upon purchase, sell, transfer, assign, convey, gift, mortgage, pledge, encumber, hypothecate or otherwise dispose of, directly or indirectly (i) surrender of this Warrant properly endorsed“Transfer”), and (ii) delivery of a notice of transfer any New Shares purchased in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandingStandby Purchase Commitment; provided, however, that until the foregoing shall not restrict in any manner a Transfer (i) by the Standby Purchaser (x) to one or more of its Affiliates or (y) by a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or by a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7(a), or (ii) by a Standby Purchaser to any other person in a private transaction if the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer Transfer is recorded on such books, exempt from the Corporation may treat registration requirements of the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered Securities Act or (iii) made in accordance with Rule 144 under the Securities Act of 1933Act; provided, as amended (that the "Act"), and may not be sold or transferred in Company shall have the absence of an effective registration statement under the Act or right to receive an opinion of legal counsel in form for the Standby Purchaser, reasonably satisfactory to the Corporation Company, to the effect that such Transfer is exempt from the registration is requirements of the Securities Act, prior to the removal of the legend subject to Rule 144 or (iv) made pursuant to a registration statement declared effective by the Commission. Any purported Transfers of New Shares purchased in the Standby Purchase Commitment in violation of this Section 7 shall be null and void and no right, title or interest in or to such New Shares purchased in the Standby Purchase Commitment shall be transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will not required under give, and will not permit the ActCompany’s transfer agent to give, any effect to such purported Transfer in its stock records."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books of same management company with, the CorporationHolder; provided, any in each case, that the Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a reasonably detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a public sale or transfer of such securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the HolderRegistrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, in whole or in partwhich is intended to ensure compliance with the provisions of the Securities Act, provided and to the extent this Section 1.2 is then applicable under the Securities Act to such disposition, and from time to time, upon unless and until: (i) surrender There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) Such Holder shall have notified the Company of this Warrant properly endorsedthe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (iiB) delivery of a notice of transfer in the form of Exhibit B if reasonably requested by the Company, such Holder shall have furnished the Company with (l) an opinion of its duly authorized attorney at counsel, reasonably satisfactory to the office Company, that such disposition will not require registration of such shares under the Securities Act, (2) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Corporation, the Corporation will at its expense issue Commission that action be taken with respect thereto; or (3) any other evidence reasonably satisfactory to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or counsel to the transfer hereof on Company. It is agreed that the books Company will not require opinions of counsel, "no action" letters or any other such evidence; in any transaction in which a Holder that is a corporation distributes Restricted Securities after six months after the Corporation, purchase thereof solely to its majority owned subsidiaries or affiliates for no consideration; or in any notice transaction in which a Holder that is a partnership distributes Restricted Securities after six months after the purchase thereof solely to the contrary notwithstandingpartners thereof for no consideration; provided, however, that until each transferee agrees in writing to be subject to the terms of this Section 1.2. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder that is recorded on (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (D) to the Holder's family member or trust for the benefit of an individual Holder, provided the transferee will be subject to the terms of this Section 1.2 to the same extent as if such books, transferee were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the Corporation may treat provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActSECURITIES ACT"), and may not be sold or transferred in AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO MAGAININ PHARMACEUTICALS INC. (THE "COMPANY") THAT SUCH REGISTRATION IS NOT REQUIRED." "SUCH SHARES ARE SUBJECT TO RESTRICTIONS ON SALE, ASSIGNMENT OR TRANSFER PURSUANT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OTHER THAN IN COMPLIANCE WITH SUCH REGISTRATION RIGHTS AGREEMENT." (c) The Company shall promptly reissue unlegended certificates at the absence request of an effective registration statement under any Holder thereof if the Act or Holder shall have obtained an opinion of counsel in form satisfactory at such Holder's expense (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities represented thereby may lawfully be disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable federal or state securities laws, and the stop-transfer instructions with respect to such securities, shall be removed promptly upon the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that such registration is not required under the Actlegend is, or instructions are, no longer required."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities, by acceptance thereof, agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to any Affiliate the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, in whole or in partand, and from time to timeif requested by the Company, upon the Holder shall have furnished the Company, at the Holder’s expense, with (i) surrender an opinion of this Warrant properly endorsed, and counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) delivery a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder of its duly authorized attorney at to the office of the Corporation, the Corporation Company. The Company will at its expense issue not require such a legal opinion or “no action” letter (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name an Affiliate of such Holder for no consideration; provided that, in the case of clause (y), each transferee agrees in writing to be subject to the terms of this Section 2.8. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or as otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be removed and the Company shall issue a certificate without such Holder may direct. Each transferee and legend to the holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.11, and: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) such Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Restricted Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (d) Each certificate representing Registrable Securities shall (unless otherwise permitted by the Warrant Shares shall bear provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend:"The shares (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of Stock represented by the Registrable Securities in order to implement the restrictions on transfer established in this Section 2.8. (e) The legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate have not been evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a sale or transfer of such securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to time, upon Section 2.10 (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each the Target Related Persons shall only be subject to Sections 2.8, 2.9, 3.1(a), 3.2, 3.11 and 5) and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and such disposition will not require registration of such Restricted Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding Section 2.8(a) above, permitted transfers include: (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is recorded on a corporation, (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such booksHolder (each, the Corporation may treat the registered holder hereof an “Affiliated Transfer”); or (iii) transfers in compliance with Rule 144, as long as the owner hereof for all purposes. Until Company is furnished with satisfactory evidence of compliance with such time as it is no longer Rule; provided, in each case, that the Holder thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.10. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.10 and Section 2.13, except for transfers permitted under Section 2.10(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144(k), as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.10. The first legend referring to federal and state securities laws identified in Section 2.10(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition, and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall give prompt written notice to the Company of such Holder’s intention to make such disposition and shall furnish the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall furnish the Company, at its expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Public Offering, the Company will not require the transferee to be bound by the terms of this Agreement, but in such case, the transferee shall not be entitled to the benefits of this Agreement. (b) Notwithstanding the provisions of Section 2.8(a) above, no such restriction shall apply to a transfer by a Holder that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests or to any Affiliate affiliated entity, (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (iii) a limited liability company transferring to its members or former members in whole accordance with their interest in the limited liability company or to any affiliated entity, or (iv) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided that in part, and from time each case the transferee will agree in writing to time, upon (i) surrender be subject to the terms of this Warrant properly endorsed, and Agreement to the same extent as if such transferee were an original Holder hereunder. (iic) delivery of a notice of transfer in the form of Exhibit B Each certificate representing Registrable Securities shall (unless otherwise permitted by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder provisions of this Warrant, by accepting Agreement) be stamped or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing otherwise imprinted with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or a legend substantially similar to the transfer hereof on the books of the Corporation, following (in addition to any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer legend required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the "Act"THE “ACT”), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Act."OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR

Restrictions on Transfer. Subject to applicable securities laws this Warrant(a) After the Closing and until the end of the Standstill Period (as defined in the Investor Rights Agreement), the Warrant Purchaser shall not Transfer any of the Purchased Shares and all rights hereunder are transferable to any Affiliate Person without the consent of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandingCompany; provided, however, that until each such transfer is recorded on such booksthat, without the consent of the Company, the Corporation Purchaser may treat Transfer Purchased Shares (i) to (A) a Permitted Transferee of the registered holder hereof Purchaser that agrees to be bound by the terms of this Article IV pursuant to a written agreement in form and substance reasonably satisfactory to the Company (and upon such Transfer the Permitted Transferee shall become a “Purchaser” for purposes of this Article IV) or (B) to any Person so long as such Transfer represents less than ten percent (10%) of the owner hereof for all purposes. Until such time as it is no longer required under outstanding capital stock of the ActCompany; provided, that, Purchaser shall not knowingly (after reasonable inquiry) Transfer any of the certificates representing Purchased Shares to a Company Competitor; (ii) pursuant to a tender or exchange offer, merger, consolidation, division, acquisition, reorganization or recapitalization involving the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered Company; or (iii) pursuant to a traditional underwritten offering (including any block trade) or Rule 144 under the Securities Act (provided that any such Transfer pursuant to Rule 144 either is not a direct placement or satisfies the requirements of 1933paragraph (f) of such rule). (b) In any event, as amended (the "Act"), and may Restricted Securities shall not be sold Transferred except upon the conditions specified in Section 4.2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Any attempted Transfer in violation of this Section 4.1 shall be void ab initio. (c) For so long as Purchaser holds greater than ten percent (10%) of the issued and outstanding Common Stock, the Company will not adopt a Rights Plan or transferred make effective any distribution of rights in connection therewith without the absence prior written consent of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActPurchaser."

Restrictions on Transfer. Subject to applicable securities laws this Warrant(a) In exchange for the Shares granted hereunder, the Warrant Shares and all rights hereunder are transferable Restricted Stockholder agrees that, notwithstanding anything to any Affiliate of the Holdercontrary in this Agreement, in whole or in partuntil December 31, and from time to time2012, upon (i) surrender of this Warrant properly endorsedthe Restricted Stockholder will not, and (ii) delivery of a notice of transfer in without the form of Exhibit B by the Holder of its duly authorized attorney at the office prior written consent of the Corporation, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Corporation will at its expense issue disposition (whether by actual disposition or effective economic disposition due to cash settlement or upon otherwise) by the order Restricted Stockholder or any person in privity with the Restricted Stockholder), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Holder a new Warrant or Warrants Securities Exchange Act of like tenor in 1934, as amended (the name “Exchange Act”), and the rules and regulations of such Holder or as such Holder may direct. Each transferee the Securities and holder Exchange Commission promulgated thereunder, with respect to any of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this WarrantShares, or publicly announce an intention to effect any such transaction, except as permitted by paragraphs (b), (c) and/or (d) below. (b) The restrictions on transfer of the Shares in paragraph (a) above shall not apply to the transfer hereof on of any shares either during the books Restricted Stockholder’s lifetime or by gift, will or intestate succession, to an immediate family of the Corporation, any notice Restricted Stockholder or to transfers to a trust the contrary notwithstandingbeneficiaries of which are exclusively the Restricted Stockholder and/or a member or members of the Restricted Stockholder’s immediate family; provided, however, that until each in any transfer pursuant to this clause it shall be a condition to such transfer is recorded on such books, that (i) the transferee executes and delivers to the Corporation may treat an agreement in form satisfactory to the registered holder hereof as Corporation in its sole discretion stating that the owner hereof for all purposes. Until transferee is receiving and holding the Shares subject to the provisions of this Agreement, and there shall be no further transfer of such time as it is Shares except in accordance with this Agreement, (ii) no longer required filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the certificates representing expiration period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the Warrant Shares shall bear the following legend:"The shares disclosure requirements of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and may the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (c) The Restricted Stockholder further agrees that any subsequent resale or distribution of the Shares by the Restricted Stockholder shall be sold made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (d) The restrictions on transfer of the Shares in paragraph (a) of this Section 3 shall lapse upon the first to occur of (i) a termination of the Restricted Stockholder’s employment with the Corporation due to a “Termination Without Cause” or transferred “Non-Renewal” (as such terms are defined in the absence Third Amended and Restated Employment Agreement, dated as of an effective registration statement under May 24, 2007, by and between the Act or an opinion of counsel in form satisfactory to Restricted Stockholder and the Corporation that such registration is not required under (as amended, the Act“Employment Agreement”)), (ii) a termination due to Restricted Stockholder’s employment on account of the Restricted Stockholder’s death or Disability (as defined in the Employment Agreement), or (iii) a Change of Control of the Corporation (as defined in the Employment Agreement)."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.11. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Registrable Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Registrable Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.11 and from time to timeSection 2.16, upon and: (i) surrender of this Warrant properly endorsed, and (ii) delivery of There is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel in form reasonably satisfactory to the Corporation Company to the effect that such disposition will not require registration of such Registrable Securities under the Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Registrable Securities shall be entitled to transfer such Registrable Securities in accordance with the terms of the notice delivered by the Holder to the Company, whereupon the holder of such Registrable Securities shall be entitled to transfer such Registrable Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.11(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) customary transfers pursuant to Rule 144 of the Act or (iii) transactions involving the distribution without consideration of Registrable Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is not a corporation or other entity, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a person that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer established in this Section 2.11. (d) The first legend referring to federal and state securities laws identified in Section 2.11(c) stamped on a certificate evidencing the Registrable Securities and the stock transfer instructions and record notations with respect to the Registrable Securities shall be removed and the Company shall issue a certificate without such legend to the holder of Registrable Securities if (i) those securities are registered under the Act, or (ii) the holder provides the Company with a certificate to the effect that a sale or transfer of those securities may be made without registration or qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel or “no action” letters for transactions made pursuant to Rule 144, except in unusual circumstances. (iii) Notwithstanding the provisions of subsections (a)(i) and (a)(ii) above, no such registration statement or opinion of counsel or “no action” letter shall be necessary for: (A) a transfer by a Holder to any Affiliate of its affiliates (including an affiliated fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, each an “Affiliated Fund”); (B) a transfer by a Holder that is a partnership, limited liability company or corporation to a partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (C) a transfer by gift, in whole will or in partintestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse; or (D) the transfer by a Holder exercising its co-sale rights under the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement by and among the Company and the Investors and Common Holders named therein of even date herewith, as amended from time to time, upon if in each transfer under clauses (A), (B) or (C) the prospective transferee agrees in all such instances in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A STOCKHOLDERS’ VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been securities are registered under the Securities Act of 1933, as amended Act; or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act; or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel reasonably satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder and Common Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder or Common Holder shall have given prior written notice to the Company of such Holder’s or Common Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, such Holder or Common Holder shall have furnished the Company, at its expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder or Common Holder to the Company; provided that no opinion or “no action” letter shall be required for customary Rule 144 transactions. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder or Common Holder to (x) a parent, subsidiary or other affiliate of Holder or Common Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Holder or Common Holder, (iii) a transfer hereof on the books pursuant to Section 7 of the CorporationRight of First Refusal and Co-Sale Agreement, any or (iv) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Holder or Common Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s or Common Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT AND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the ActCompany making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to applicable ensure compliance with the provisions of the Securities Act. The Holder will cause any proposed purchaser, pledge, or transferee of the Registrable Securities held by the Holder to agree to take and hold such securities laws subject to the restrictions on transfer specified in this WarrantAgreement. (b) Before any proposed sale, pledge, or transfer of the Registrable Securities, unless there is then in effect a Registration Statement including such securities, the Warrant Shares Holder shall give notice to the Company of such Holder’s intention to effect such sale, pledge or transfer. Each such notice shall describe the manner and all rights hereunder are transferable to any Affiliate circumstances of the proposed sale, pledge or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder, in whole or in part, and from time to time, upon ’s expense by either (i) surrender a written opinion of this Warrant properly endorsedlegal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) delivery a “no action” letter from the Commission to the effect that the proposed sale, pledge or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder shall be entitled to sell, pledge or transfer such Registrable Securities in accordance with the terms of the notice of transfer in the form of Exhibit B given by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActCompany."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation; (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners; or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend(s) required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of the securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this Warrant, Section 2.8. Other than with respect to a redemption pursuant to the Warrant Shares Third Amended and all rights hereunder are transferable to any Affiliate Restated Certificate of Incorporation of the Holder, in whole or in part, and Company (as such may be amended from time to time, upon the “Charter”), a Deemed Liquidation Event (as defined in the Charter) and transfers permitted under Section 2.8(b), each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include (i) any sale, assignment, transfer, pledge or other disposition not involving a change in beneficial ownership; (ii) transactions involving the distribution of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to managers, members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrantmanagers, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, managers, members or other equity owners or retired partners, retired members or managers, or other equity owners, or (z) any “affiliate” (as that term is defined under Regulation D under the books Securities Act) including a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Holder; or (iii) transfers in compliance with Rule 144(k), as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject 2.1. Except as otherwise provided in this Agreement, none of the holders of the Ordinary Shares (other than the Conversion Shares) may, directly or indirectly, transfer, sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) any Equity Securities held by it or any right, title or interest therein or thereto without the prior written consent of the Majority Holders. Any attempt to applicable securities laws transfer any Equity Securities or any rights thereunder in violation of the provisions of this WarrantAgreement shall be null and void ab initio. 2.2. Each of the beneficial owners of the Ordinary Shares (other than the Conversion Shares) covenants and agrees to (a) comply with the provisions of this Agreement as if such beneficial owner was the direct and registered holder of such Ordinary Shares; (b) procure that any Shareholder in which such beneficial owner holds a direct or indirect interest complies with the provisions of this Agreement; and (c) not take any action, or omit to take any action, which contravenes the Warrant Shares provisions of this Agreement, including this Section 2.2. To avoid any ambiguity, unless this Agreement or any other Transaction Documents expressly provide otherwise, none of the Founders shall, directly or indirectly, transfer, sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) any Equity Securities it holds in the relevant Founding Shareholder or any right, title or interest therein or thereto without the prior written consent of the Majority Holders. 2.3. For the avoidance of doubt, each Preferred Holder may assign and all rights hereunder are transferable transfer, to any Affiliate of such Preferred Holder or any third party any Equity Securities of the Company held by such Preferred Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in provided that such Preferred Holder shall notify the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name Company of such Holder proposed transfer and assignment in advance. The transfer restrictions and requirements provided in this Agreement (except for Section 7.1 and Section 8) shall not apply to any sale or as such Holder may direct. Each transferee and holder transfer of this Warrant, any Equity Securities by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActPreferred Holders."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Preferred Stock or Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each such holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to timeSection 2.10, upon and: (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) delivery The holder shall have given prior written notice to the Company of the holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the holder shall have furnished the Company, at the holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. The Company will not require opinions of its duly authorized attorney at counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the office provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any holder to (x) a parent, subsidiary or other affiliate of the Corporationholder, if the Corporation will at its expense issue to or upon the order holder is a corporation, (y) any of the Holder a new Warrant holder’s partners, members or Warrants of like tenor in the name of such Holder other equity owners, or as such Holder may direct. Each transferee and holder of this Warrantretired partners, by accepting retired members or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the Corporationholder’s partners, any notice members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the holder, or (iii) transactions involving the distribution or transfer of Restricted Securities by ZetaRX (or its successor) to the contrary notwithstanding; a successor limited liability company or to ZetaRx’s former stockholders, provided, however, such distribution or transfer must comply with all applicable securities laws; provided, in each case, that until each the holder shall give written notice to the Company of the holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Preferred Stock or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Preferred Stockholders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to time, upon Section 2.10 (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents except that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Section 2.8(a)(x) will not apply (A) to exercise the rights represented by this Warrant, or dispositions pursuant to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Securities Act covering such disposition in accordance with such registration statement and (B) to sales pursuant to Rule 144) and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation or other entity, or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Holder thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Notwithstanding the foregoing Sections 2.8(a) and 2.8(b), without the prior written consent of the Company, IVP eAsic, LLC and AEI, LLC will not be permitted, and the Company will not be required, to effect any transfers from IVP eAsic, LLC or AEI, LLC prior to the earlier of (A) the Company’s Initial Public Offering, (B) a reverse merger transaction in which the Company (or the surviving corporation in connection with such transaction) becomes or remains subject to reporting requirements of the Exchange Act, or (C) the Company is subject to the reporting requirements of the Exchange Act; provided further that any such transfers attempted without compliance with this Section 2.8 shall be null and void. (d) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (e) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, if reasonably requested by the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. (a) Subject to applicable securities laws this Warrantthe provisions of Section 4.4, the Warrant Debentures and the Issuable Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in partshall not be transferred, and from time the Company shall not be required to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of register any transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof thereof on the books of the CorporationCompany, any notice unless such transfer is made pursuant to an effective registration statement, in compliance with Rule 144, or pursuant to another exemption under the contrary notwithstandingSecurities Act; provided, however, that until each the Company shall not be required to register any transfer in the event any securities are offered or sold otherwise than pursuant to an effective registration statement or pursuant to Rule 144 unless the Company shall have received an opinion of counsel to the Purchaser wishing to effect such transfer, reasonably satisfactory to the Company, that such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have does not been registered require registration under the Securities Act or applicable state securities laws. Notwithstanding the foregoing, any Purchaser may freely transfer at any time or from time to time the Debentures and/or the Issuable Shares, or any interest therein, to any other Purchaser or any general partner of 1933such Purchaser, as amended any limited partner of such Purchaser, any other fund, account or other entity managed, directly or indirectly, by any general partner of such Purchaser and the respective subsidiaries and affiliates of any of the foregoing (each, a "Permitted Transferee") without complying with the provisions of this Article IV (a "ActPermitted Transfer")) and the Company shall, or shall cause any registrar or transfer agent to, promptly register any such Permitted Transfer on the books of the Company; provided, however, that in connection with any such Permitted Transfer, the Permitted Transferees shall acknowledge the restrictions on transferability under applicable law and may not agree in writing to be sold or transferred in bound by the absence provisions of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actthis Article IV."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as any share of Restricted Stock becomes vested pursuant to Section 2 above, the Employee shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of the Restricted Stock, whether outright or as security, with or without consideration, voluntary or involuntary. At such time as any share of Restricted Stock becomes vested pursuant to Section 2 above, all or any portion of the Restricted Stock may be transferred or assigned to one or more Family Members (as defined in the Plan) of the Employee, provided any such transfer or assignment is made without consideration to the Employee. Any transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void. See also Section 6 below. Except as otherwise provided in Section 2(b) above, the Employee shall forfeit all of his rights and interest in the Restricted Stock, including but not limited to the rights to vote and receive dividends, if he fails to remain as a full-time employee of the Company or its Affiliates until he becomes “vested” in his Restricted Stock. To the extent Restricted Stock is forfeited by the Employee, it is no longer required shall again become available for use under the ActPlan. For purposes of this Agreement, an “Affiliate” means (i) an entity that directly or through another Affiliate is more than fifty percent (50%) owned by the certificates representing Company, or (ii) an entity in which the Warrant Shares shall bear Company has a “significant equity interest” as determined by the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActCommittee."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant The Series B Shares and all rights hereunder are transferable to any Affiliate the Common Stock issuable upon the conversion of the HolderSeries B Shares shall not be sold, assigned, pledged or transferred, and the Company shall not be required to register any such sale, assignment, pledge or transfer, unless and until one of the following events shall have occurred: (a) the Company shall have received an opinion of counsel, in whole or form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the Act as then in parteffect, and from time to time, upon (i) surrender of this Warrant properly endorsed, the Rules and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office Regulations of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee Securities and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended Exchange Commission (the "ActCommission")) thereunder and any applicable state securities laws; (b) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated sale, assignment, pledge or transfer, stating that the Commission will take no action with regard to the contemplated sale, assignment, pledge or transfer; or (c) the Series B Shares, or the Common Stock issuable upon conversion of the Series B Shares, are transferred pursuant to a registration statement which has been filed with the Commission and may has become effective. Within five business days after delivery to the Company and its counsel of an opinion described in clause (a) above, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not be sold or transferred satisfactory in the absence of an effective registration statement under the Act or an reasonable opinion of its counsel (and shall specify in form satisfactory detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer. The restrictions set forth in this Section 4.2.2 shall not apply to transfers by a Purchaser which is a partnership to a current or former general or limited partner of such partnership provided that the partner agrees in writing to be subject to the Corporation that such registration is not required under terms hereof to the Actsame extent as if he, she or it were a party hereto."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at its expense, with evidence reasonably satisfactory to the Company that such disposition will not require registration of such Restricted Securities under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8 (a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actproposed disposition."

Restrictions on Transfer. Subject to applicable securities laws this WarrantSections 1.2, 1.3 and 1.4 and Article VII: (a) Without the Warrant Shares and all rights hereunder are transferable to any Affiliate prior written consent of the Holder, in whole or in part, Company (which consent may be granted at any time and from time to timetime by the Company’s board of directors), upon no Non-Apollo Group Holder shall offer to sell, contract to sell, or otherwise sell, dispose of, loan, use as collateral or otherwise pledge, transfer, assign, hypothecate or otherwise grant any interest in or rights with respect to (collectively, “Transfer”) (i) surrender any shares of this Warrant properly endorsedCommon Stock now owned or hereafter acquired by such Non-Apollo Group Holder pursuant to (A) the exercise of Options granted under the Company’s 2003 Stock Option Plan (as amended, restated or supplemented, the “2003 Stock Option Plan”) or (B) the Company’s 2003 Deferred Compensation Plan (as amended, restated or supplemented, the “2003 Deferred Compensation Plan”) or (C) the Company’s 2004 Deferred Compensation Plan (as amended, restated or supplemented, the “2004 Deferred Compensation Plan”), and (ii) delivery any securities issued in respect of a notice such shares of Common Stock (collectively, the “Securities”). (b) Each Non-Apollo Group Holder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of any Securities held by such Non-Apollo Group Holder that are subject to this Article I, except in compliance with this Article I. (c) Except as otherwise provided herein, each Non-Apollo Group Holder acknowledges that the form of Exhibit B restrictions set forth in this Section 1.1 shall continue to apply even if such Non-Apollo Group Holder ceases to be employed by the Holder of Company and/or its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actsubsidiaries."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Securities (as defined below) (a “Holder”) by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 3.1. Each Holder agrees not to make any sale, the Warrant Shares and assignment, transfer, pledge or other disposition of all rights hereunder are transferable to or any Affiliate portion of the HolderSecurities, in whole or in partany beneficial interest therein, unless and from time to time, upon until (i) surrender the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant properly endorsedAgreement, including, without limitation, this Section 3.1 and Section 3.3, except for transfers permitted under Section 3.1(b), and (ii) delivery such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office detailed description of the Corporation, the Corporation will at its expense issue to or upon the order manner and circumstances of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiableproposed disposition, and, when so endorsed, the holder hereof shall be treated if requested by the Corporation and all Company, such Holder shall have furnished the Company, at its expense, with an opinion of counsel, reasonably satisfactory to the Company. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Securities by any Holder to (x) a parent, subsidiary or other persons dealing with this Warrant as the absolute owner hereof for affiliate of Holder that is a corporation or (y) any purposes and as the person entitled to exercise the rights represented by this Warrantof its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144(k), as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 3.1. (d) The first legend referring to federal and state securities laws identified in Section 3.1(c) hereof stamped on a certificate evidencing the Securities and the stock transfer instructions and record notations with respect to such Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until, subject to any restrictions imposed by applicable securities laws this Warrantlaw and by the Amended and Restated Articles of Association of the Company (the “Restated Articles”), (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (iii) Notwithstanding the provisions of Section 2.8 (a)(i) and (a)(ii) , no such registration statement or opinion of counsel or “no action” letter shall be necessary for a transfer by a Holder to any of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue affiliates or by a Holder that is a partnership to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name partner of such Holder partnership or as a retired partner of such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding partnership who retires after the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantdate hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the prospective transferee agrees in all such instances in writing to be subject to the terms hereof on to the books same extent as if he or she were an original Holder hereunder. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of the Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a Corporation, or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the ActSecurities Act during any 90-day period." (e) The Company and the Investor each agree that the forgoing restrictions on transfer specifically address the transferability of the Shares and that Paragraph 14(i) of the Restated Articles shall not apply to any of the Shares or any Ordinary Shares into which they may in the future be converted. Accordingly, Paragraph 14(ii) of the Restated Articles shall apply and the Board of Directors or the Company shall have no right to refuse the transfer of any Share, subject to compliance with the provisions of this Agreement, the Purchase Agreement, the Series A Preference Shares Purchase Agreement dated January 28, 2004, the Series B Preference Shares Purchase Agreement dated July 28, 2004 and the Series C Preference Shares Purchase Agreement dated February 17, 2006.

Restrictions on Transfer. Subject (A) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the HolderShares or Registrable Securities unless and until: (I) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, in whole or in part(B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and from time (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to timethe Company, upon that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (III) Notwithstanding the provisions of subsections (i) surrender of this Warrant properly endorsed, and (ii) delivery above, no such registration statement or opinion of counsel shall be necessary for a notice of transfer (A) by a Holder which is a partnership to its partners or former partners in accordance with their respective partnership interests, (B) by a Holder which is a limited liability company to its members or former members in accordance with their respective interest in the form limited liability company, (C) by a Holder to his or her family members or trusts, family limited partnerships or family limited liability companies, for the benefit of Exhibit B an individual Holder or his or her family member(s), (D) by the a Holder of which is a corporation to its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor shareholders in accordance with their respective interest in the name corporation, or to its subsidiaries or other entities in which it holds a controlling interest, or (E) by a Holder to any affiliate of such Holder or as any entity or vehicle including a partnership in which such Holder may direct. Each and/or its affiliates has a majority economic interest and which is managed by such Holder and/or its affiliates; provided that in each case the transferee and holder will be subject to the terms of this WarrantAgreement to the same extent as if he were an original Holder hereunder. (B) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, by accepting or holding the sameSOLD OR OTHERWISE TRANSFERRED, consents that this WarrantASSIGNED, when endorsed, in blank, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (C) The Company shall be deemed negotiable, and, when so endorsed, obligated to reissue promptly unlegended certificates at the holder hereof request of any Holder thereof if the Holder shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or obtained an opinion of counsel in form satisfactory (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (D) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such registration is not required under securities shall be removed upon receipt by the ActCompany of an order of the appropriate blue sky authority authorizing such removal."

Restrictions on Transfer. Subject to applicable securities laws this Warrant4.1 For a period of three (3) months following the Closing Date (the Lock-Up Period), the Warrant Shares and Investor shall not be permitted to, directly or indirectly, sell and/or transfer or otherwise dispose of all rights hereunder are transferable to any Affiliate or part of the Holder, Shares (or ADS acquired in whole exchange for all or a portion of the Shares) other than as provided in part, and from time to time, upon this Agreement (the Lock-Up). 4.2 The restrictions set forth in Section 4.1 above will not apply (i) surrender to transfers to Investor’s Affiliates, subject to such Affiliates adhering to the obligations of Investor under this Warrant properly endorsedAgreement including the Lock-Up, (ii) to exchanges of Shares for ADS, and (iiiii) delivery in the event that the number of issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS) would be reduced by reason of a notice of transfer in the form of Exhibit B tender offer or other repurchase thereof made by the Holder Company or any of its duly authorized attorney Subsidiaries and in respect of which Investor is not solicited on a pro rata basis, to the extent necessary to prevent the Shares Beneficially Owned by Investor from constituting in excess of the Ownership Limit, but only after all material conditions with respect to such tender offer or other repurchase transaction (other than any such condition that can be satisfied only at the office of the Corporation, the Corporation will at its expense issue to closing thereof) have been satisfied or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated irrevocably waived by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstandingCompany; provided, however, that until this subsection (iii) shall cease to apply in the event that Investor acquires (in accordance with the terms of this Agreement) additional Ordinary Shares (including Ordinary Shares represented by ADS), which acquisition results in the shareholding of Investor exceeding the Ownership Limit. 4.3 The Lock-Up Period will terminate and the provisions of this Section 4 will no longer be in force and effect in the event that (i) a third party publicly announces (eerste aankondiging) a Public Offer or acquires 18% or more of the issued and outstanding Company Voting Securities, in each such transfer is recorded on such bookscase, without the Corporation may treat consent or recommendation of the registered holder hereof as management board or supervisory board of the owner hereof for all purposes. Until such time as Company, (ii) the Company intends to enter into or announces publicly that it is no longer required under considering a Business Combination Transaction or a Business Combination Proposal or (iii) the Act, Flu-Mab Agreement and the certificates representing the Warrant Shares shall bear the following legend:"The shares Innovation Agreement are terminated (other than as a result of Stock represented a material breach by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"Investor), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.9 and Section 2.11, except for transfers permitted under Section 2.9(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder or to any entity that directly or indirectly, controls or is controlled by, or under common control with such Holder or, in addition in the case of Index Ventures, the advisory or management entity engaged by any Index Ventures Holder or any entity that is advised or managed by the same advisory entity as any Index Venture Holder (an “Index Ventures Affiliate”), or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a reasonably detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.9. (d) The first legend referring to federal and state securities laws identified in Section 2.9(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole Shares or in part, Registrable Securities unless and from time to time, upon until: (i) surrender There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has agreed in writing to be bound by the terms of this Warrant properly endorsedAgreement (including, in the case of a transfer of Series E Shares held by Novartis, the provisions of Sections 5.1, 5.2 and 5.3 hereof), (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) delivery above, no such registration statement or opinion of counsel shall be necessary for a notice of transfer by a Holder (A) which is a partnership to its partners or former partners in accordance with partnership interests, (B) which is a corporation to its shareholders in accordance with their interest in the form corporation, (C) which is a limited liability company to its members or former members in accordance with their interest in the limited liability company, (D) to the Holder’s family member or trust for the benefit of Exhibit B by an individual Holder, or (E) to (I) any limited partnership of which the general partner is under common control with those persons who controlled the Holder of or its duly authorized attorney at manager or general partner, as the office case may be, as of the Corporationdate of the transfer; (II) any corporation or other person whose senior officers are, the Corporation will at its expense issue to or upon the order which is managed by, a corporate manager whose senior officers are common officers of the Holder a new Warrant or Warrants its manager or general partner, as the case may be, as of like tenor the date of the transfer; (III) to persons who are bona fide investors (including the general partner or fund manager, as the case may be, and any of its associates or affiliates) in the name Holder who are entitled to participate in a distribution of the assets of the Holder upon winding up, liquidation or dissolution where the Shares are distributed to them on such occurrence; and (IV) the parent, subsidiary or affiliate of the Holder; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder; and no such registration statement or agreement, notice, information or opinion of counsel shall be necessary in respect of a disposition that is not subject to the requirements of the Securities Act or is a disposition that does not require registration of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act Act. (b) Each certificate representing Shares or Registrable Securities, where required by the Company, shall (unless otherwise permitted by the provisions of 1933the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND - MAY NOT BE OFFERED, as amended SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the "Act"), and may not be sold or transferred in request of any holder thereof if the absence of an effective registration statement under the Act or holder shall have obtained an opinion of counsel in form satisfactory (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such registration is not required under securities shall be removed upon receipt by the ActCompany of an order of the appropriate blue sky authority authorizing such removal."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder's intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without' registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a Corporation, or (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144(k), as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder's intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantretired equity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other retired equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a reasonably detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject (a) Each Investor agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole or in part, Registrable Securities held by him unless and from time to time, upon until: (i) surrender of this Warrant properly endorsed, and (ii) delivery of There is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Investor shall have notified the Company of 1933the proposed disposition, and, if reasonably requested by the Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of paragraphs a(i) and a(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer that would not commence a new holding period under Rule 144(d) where such transfer is made by an Investor which is (i) a partnership (A) to its partners or former partners in accordance with partnership interests or (B) to its affiliate (as amended (defined in Rule 405 promulgated under the "Securities Act"), and may not be sold or transferred (ii) a corporation either (A) to its shareholders in accordance with their interest in the absence corporation or (B) to its affiliate (as defined in Rule 405 promulgated under the Securities Act), (iii) a limited liability company (A) to its members or former members in accordance with their interest in the limited liability company or (B) to its affiliate (as defined in Rule 405 promulgated under the Securities Act), or (iv) to the Investor's family member or trust for the benefit of an effective registration statement individual Investor, provided the transferee will be subject to the terms of this Section 2.1 to the same extent as if he were an original Investor hereunder. (c) Each certificate representing the Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required by the Company's Bylaws under applicable state securities laws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to reissue promptly unlegended certificates at the Act or request of any holder thereof if the holder shall have obtained an opinion of counsel in form satisfactory (which counsel may be counsel to the Corporation Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such registration is not required under securities shall be removed upon receipt by the ActCompany of an order of the appropriate blue sky authority authorizing such removal."

Restrictions on Transfer. Subject The Shares shall at all times be subject to the following restrictions: (a) ▇▇▇▇▇▇▇▇▇ shall not at any time sell, assign, transfer, alienate, pledge, hypothecate, or otherwise dispose of any legal or beneficial interest in any of the Shares (any such transaction being hereinafter referred to as a "Transfer"), unless (i) ▇▇▇▇▇▇▇▇▇ receives a BONA FIDE offer from an unaffiliated third party for the purchase of the Shares for cash, (ii) ▇▇▇▇▇▇▇▇▇ gives written notice of such offer to DHB, setting forth the name, address, telephone number and principal line of business of the proposed Transferee, and the material terms and conditions of the proposed Transfer (including any relevant writings between ▇▇▇▇▇▇▇▇▇ and the proposed Transferee), and (iii) ▇▇▇▇▇▇▇▇▇ permits DHB to exercise an exclusive option, valid for a period of thirty (30) days after DHB's receipt of such written notice of proposed Transfer, to purchase (or to permit Point Blank to redeem) all (but not less than all) of the offered Shares at a cash purchase price equal to the purchase price pursuant to the BONA FIDE offer, and payable on the terms of the BONA FIDE offer. In the event that DHB fails to exercise its exclusive option within such thirty (30) day period, ▇▇▇▇▇▇▇▇▇ shall be permitted to effect the proposed Transfer solely to the Transferee and solely on the terms and conditions set forth in ▇▇▇▇▇▇▇▇▇'▇ notice of proposed Transfer, provided that, if such transaction is not completed within sixty (60) days after the expiration of DHB's exclusive option period hereunder, then the provisions of this paragraph 4(a) shall again be applicable. Any Transferee (other than DHB or Point Blank) which acquires any Shares shall also be subject to the provisions of this paragraph 4. Any Transfer in violation of this paragraph 4 shall be null and void and shall not be recognized by Point Blank for any purpose. (b) In the event that, and at any time after, ▇▇▇▇▇▇▇▇▇ terminates (for any reason or for no reason) the business or consulting relationship between Point Blank and ▇▇▇▇▇▇▇▇▇, DHB shall have the right to purchase (or to designate Point Blank to redeem) the Shares at a cash purchase price equal to the fair value thereof (without discount for non-marketability or minority interest) as of the close of the last full calendar month immediately preceding the date of DHB's notice of its exercise of its option hereunder, as determined by an independent appraiser selected by DHB and reasonably acceptable to ▇▇▇▇▇▇▇▇▇. Such purchase or redemption shall be completed within thirty (30) days after receipt by DHB and ▇▇▇▇▇▇▇▇▇ of the appraiser's appraisal report (c) The provisions of this paragraph 4 shall also be fully applicable securities laws this Warrant, the Warrant Shares to any and all rights hereunder are transferable to any Affiliate shares or other securities which may be issued in respect of the HolderShares by reason of any stock split, in whole stock dividend, combination of shares, recapitalization or in part, other such event which may occur at any time and from time to timetime subsequent to the date hereof, upon (i) surrender and all such shares and other securities shall constitute part of the "Shares" for all purposes of this Warrant properly endorsed, and paragraph 4. (iid) delivery of The certificate(s) representing the Shares shall at all times bear a conspicuous legend giving notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee existence and holder requirements of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActAgreement."

Restrictions on Transfer. Subject to applicable securities laws (a) No Member shall Transfer any Units except as set forth in or permitted by this WarrantAgreement. Any purported Transfer in violation of this ARTICLE XII or, if applicable, the Warrant Shares provisions of ARTICLE XI shall be void ab initio and all rights hereunder are transferable of no force or effect. Other than Transfers pursuant to ARTICLE XI, each Member shall cause any Affiliate proposed Transferee of the Holderany Unit to agree in writing, in whole an instrument in form and substance reasonably satisfactory to the Manager, to take and hold such securities subject to the provisions and upon conditions specified in this Agreement. No Person shall make or in partsuffer any Transfer of his, and from time to time, upon her or its Units if such Transfer would (i) surrender cause the Company or any Member to become subject to regulation under either the Investment Company Act of this Warrant properly endorsed1940, and as amended, or the Investment Advisers Act of 1940, as amended, (ii) delivery of a notice of transfer in violate, as applicable, the form of Exhibit B by the Holder of its duly authorized attorney at the office registration provisions of the CorporationSecurities Act or the registration or qualification provisions of any applicable securities law, or (iii) without the Corporation will at its expense issue to or upon the order prior consent of the Holder Manager, cause the Company to become taxable as a new Warrant or Warrants corporation for U.S. federal income tax purposes. (b) Except as otherwise contemplated in this Agreement, Units shall not be Transferred by any Member before (i) satisfaction of like tenor the applicable conditions set forth in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, Section 12.01 and, when so endorsedif applicable, compliance with the holder hereof shall be treated by the Corporation and all other persons dealing provisions of ARTICLE XI or (ii) except for Transfers in accordance with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this WarrantSection 12.01(c) or 12.01(d), or to the transfer hereof on the books receipt of consent of the Corporation, any notice to the contrary notwithstandingManager in its sole discretion; provided, however, that until each (A) any such transfer is recorded on Transfer of Units shall be subject to Section 11.03, (B) any such books, Transfer of Units shall comply with the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares last sentence of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"Section 12.01(a), and may not be sold (C) the Transferee or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory assignee shall execute and deliver to the Corporation that Company an Adoption Agreement. (c) Subject to Section 12.01(b), any Member may Transfer all or any of its Units to a Permitted Transferee, but only to the extent such registration is not required under Transferee executes and delivers to the ActCompany an Adoption Agreement." (d) Any Transfer of Units to the Company shall be permitted notwithstanding anything to the contrary in this Agreement.

Restrictions on Transfer. Subject to applicable securities laws this Warrant, (a) Before the Warrant Shares and Call Option Expiration Date AMI cannot Transfer all rights hereunder are transferable to or any Affiliate portion of the HolderShares or Registrable Securities. (b) After the Call Option Expiration Date, in whole AMI and its transferees cannot Transfer all or in part, any portion of the Shares or Registrable Securities unless and from time to time, upon until: (i) surrender of this Warrant properly endorsed, and (ii) delivery of there is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; (ii) if reasonably requested by Ibis, in connection with any Transfer not covered by Section 2.1(b)(i) or Section 2.1(b)(iii) hereof, Ibis has received an opinion of counsel, reasonably satisfactory to Ibis, that such disposition shall not require registration of such Shares or Registrable Securities under the Act; or (iii) such Shares or Registrable Securities may be transferred pursuant to Rule 144, as promulgated under the Act (“Rule 144”). (c) Notwithstanding the provisions of Section 2.1(a) and Section 2.1(b) above and Section 2.1(d) below, no restrictions contained in such Sections shall apply to a Transfer by AMI to any of its Affiliates or to Transfers between Affiliates of AMI; provided that in such case the transferee agrees in writing to be bound by the terms of this Agreement; and provided further that any such Transfer to an Affiliate of AMI is for no fewer than [***] Shares per Transfer. (d) AMI and its Affiliate transferees, if any (collectively, the “▇▇▇▇▇▇ Holders”), hereby grant to Isis a right of first refusal with respect to the Shares held by such ▇▇▇▇▇▇ Holders on the following terms: (i) If, after the Call Option Expiration Date, an ▇▇▇▇▇▇ Holder proposes to Transfer any of the Shares, then such ▇▇▇▇▇▇ Holder shall promptly give written notice (the “Sale Notice”) to Ibis and to Isis at least [***] prior to the closing of such Transfer. The Sale Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of Shares to be transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (ii) Following receipt of any Sale Notice from an ▇▇▇▇▇▇ Holder, Isis shall have the right, within [***] after receipt of the Sale Notice, to elect in a written notice to such ▇▇▇▇▇▇ Holder, with a copy to Ibis, to purchase the Shares described in the Sale Notice from such ▇▇▇▇▇▇ Holder for cash in an amount equal to the consideration to be paid in the proposed Transfer. Upon such election, Ibis shall have [***] from the date of the Sale Notice to consummate its acquisition of the Shares described in the Sale Notice. The exercise or non-exercise of the rights of Isis hereunder to participate in one or more Transfers by ▇▇▇▇▇▇ Holders shall not adversely affect Isis’ right to participate in subsequent Transfers of Shares by ▇▇▇▇▇▇ Holders. (iii) To the extent Isis does not within such [***] period elect to purchase the Shares described in the Sale Notice or does not consummate such purchase within such [***] period, (A) the ▇▇▇▇▇▇ Holder submitting the Sale Notice may, not later than [***] following delivery to Isis of the Sale Notice, enter into an agreement providing for the closing of the Transfer of such Shares within [***] of the date of such agreement, or as soon thereafter as reasonably practicable, on terms and conditions that when taken as a whole are not materially less favorable to such ▇▇▇▇▇▇ Holder than those described in the Sale Notice and (B) Ibis and Isis shall reasonably cooperate in good faith with such ▇▇▇▇▇▇ Holder to consummate such Transfer. Any proposed Transfer on terms and conditions materially less favorable to such ▇▇▇▇▇▇ Holder than those described in the Sale Notice, as well as any subsequent proposed Transfer of any of the Shares by such ▇▇▇▇▇▇ Holder, shall again be subject to the rights of Isis and shall require compliance by such ▇▇▇▇▇▇ Holder with the procedures described in this Section 2.1(d). Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.1(d) shall not apply to any subsequent Transfers by any prospective purchaser or transferee of Shares that are not ▇▇▇▇▇▇ Holders following the consummation of the Transfer contemplated by the Sale Notice. (iv) The provisions of this Section 2.1(d) shall terminate following the closing of an Initial Offering. (e) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR ENTITLED TO AN AVAILABLE EXEMPTION THEREFROM. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (f) Ibis shall be obligated to reissue promptly unlegended certificates at the request of AMI or any of its transferees if Ibis has completed an Offering and Ibis has been furnished with an opinion of counsel in form satisfactory (which counsel may be counsel to Ibis) reasonably acceptable to Ibis to the Corporation effect that such registration the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend; provided that the second legend listed above shall be removed only from (i) Registrable Securities the Holders of which are not subject to any restrictions hereunder or (ii) Shares that have been Transferred to a transferee who is not required under the Actan ▇▇▇▇▇▇ Affiliate and does not become a party to this agreement."

Restrictions on Transfer. Subject (a) The holder of Registrable Securities, by acceptance of ownership thereof, agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder or (iii) a transfer made from a Permitted Founders Fund Entity to any Permitted Founders Fund Entity; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; providedCompany of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate, however, that until each such transfer is recorded on such books, instrument or book entry representing Registrable Securities shall (unless otherwise permitted by the Corporation may treat provisions of this Agreement) be notated with a legend substantially similar to the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) notated on any certificate evidencing the ActRestricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be removed, and the certificates representing Company shall issue a certificate without such legend to the Warrant Shares shall bear holder of Restricted Securities (to the following legend:"The shares of Stock represented by this certificate have not been extent the securities are certificated), if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such registration a sale or transfer of those securities may be made without registration, qualification or legend. (e) Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is not required subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the ActSecurities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company." (f) The Company shall not be obligated to recognize any attempted sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, made other than in compliance with the terms and conditions of this Agreement. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Agreement.

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder, or (iii) transfers permitted without restriction pursuant to Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold without restriction pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply with the provisions of this WarrantSection 2.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable conditions set forth in this Agreement, including, without limitation, this Section 2.6 and Section 2.7, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Company’s expense, with evidence reasonably satisfactory to the Company which may include an opinion of counsel or “no action” letter from the Commission that such disposition will not require registration of such Restricted Securities under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made under Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.6(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution of Restricted Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation; or (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners; or (z) a transfer pursuant to a Holder’s exercise of its rights under the Right of First Refusal and Co-Sale Agreement; provided, in each case, that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD UPON A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities to implement the Warrant Shares restrictions on transfer established in this Section 2.6. (d) The first legend referring to federal and state securities laws identified in Section 2.6(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations for the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under the Actor qualification."

Restrictions on Transfer. Subject to applicable securities laws this WarrantExcept as otherwise permitted by ------------------------ Section 8.02, neither the Warrant Shares and all rights hereunder are nor any Warrant Securities shall be transferable without the prior written consent of the Company except (a) to any ▇▇▇▇▇▇▇▇▇'▇ partners (or partners of those partners), (b) to an Affiliate of the HolderHolder thereof, in whole (c) to a successor corporation or in part, and from time other business entity to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery the Holder thereof as a result of a notice merger or consolidation with, or sale of transfer in all or substantially all of the form of Exhibit B equity ownership interests or assets of, the Holder thereof, (d) as is or may be required by the Holder thereof to comply with any Federal or state law or any rule or regulation of its duly authorized attorney at the office of the Corporationany governmental or public body or authority, the Corporation will at its expense issue (e) in a public offering pursuant to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Securities Act or in a sale constituting an exempt transaction under Rule 144 or Rule 144A, (f) pursuant to Section 7.01 or Section 7.02 or (g) to any Person if the Holder thereof shall also transfer or assign all or part of its interest in the Note to such Person. Any notice given pursuant to this Section 8.01 by the Holder of the Warrant or Warrant Securities shall contain (i) the name and address of the proposed transferee of the Warrant, Warrant Securities or portion thereof, (ii) the proposed consideration for such transfer, (iii) the number of shares of Common Stock subject to or issuable pursuant to the Warrant or Warrant Securities proposed to be transferred and (iv) a brief description of such proposed transfer. In the event that a Holder of the Warrant or Warrant Securities has given the notice described in the preceding paragraph such Holder shall obtain an opinion of counsel as to whether the proposed transfer may be effected without registration or qualification under any Federal or state securities or blue sky law. Such counsel shall, as promptly as practicable, provide the Company and the Holder with such opinion and of the terms and conditions, if any, to be observed in form satisfactory such transfer, whereupon the Company shall consent to such transfer and the Corporation that Holder shall be entitled to transfer this Warrant or Warrant Securities (or portion thereof). In the event the Warrant shall be exercised as an incident to such registration is not required under transfer, such exercise shall relate back and for a purposes of the ActWarrant be deemed to have occurred as of the date of such notice regardless of delays incurred by reason of the provisions of this paragraph, which may result in the actual exercise on any later date."

Restrictions on Transfer. Subject to applicable securities laws this WarrantIn the event that a Founder or Major Holder (each a “Selling Holder” and collectively, the Warrant Shares and all rights hereunder are transferable to “Selling Holders”) desires, at any Affiliate of the Holder, in whole or in part, and from time to time, upon to sell, transfer, assign or otherwise dispose of any Shares (i) surrender of this Warrant properly endorsedwhether now held or hereafter acquired), and (ii) delivery of such Selling Holder shall deliver a notice of intent to transfer (the “Notice”) to the Company, which Notice shall describe in reasonable detail the form proposed sale or transfer including, without limitation, the number of Exhibit B by Shares to be sold or transferred, the Holder of its duly authorized attorney at the office nature of the Corporationsale or transfer, the Corporation will at its expense issue consideration to or upon the order of the Holder a new Warrant or Warrants of like tenor in be paid, and the name of such Holder each prospective transferee, if then known. In the event that the sale or as such Holder may direct. Each transferee and holder transfer of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsedShares is being made pursuant to the provisions of Section 5 hereof, the holder hereof Notice shall be treated state under which paragraph and subparagraph the sale or transfer is being made. The Company shall promptly distribute copies of the Notice to the Investors. In the event that the proposed sale or transfer of Shares by such Selling Holder is not being made pursuant to the Corporation and all other persons dealing provisions of Section 5 hereof, the Notice shall specify the bona fide terms upon which such Selling Holder intends to offer such Shares (the “Offered Shares”) for sale or transfer to third parties (the “Purchase Offer”). Within fifteen (15) days after receipt of the Notice, each Investor (as defined below) may elect to either (a) exercise such Investor’s right of first refusal with this Warrant respect to the Offered Shares, as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantmore particularly set forth in Section 3 below, or (b) exercise such Investor’s right of co-sale with respect to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof Offered Shares as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred more particularly set forth in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the ActSection 4 below."

Restrictions on Transfer. Subject (a) The Holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel or “no action” letters for transactions made pursuant to Rule 144. (iii) Notwithstanding the provisions of subsections (a)(i) and (a)(ii) above, no such registration statement or opinion of counsel or “no action” letter shall be necessary for: (A) a transfer by a Holder to any of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated Affiliates (including an affiliated fund managed by the Corporation and all other persons dealing same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with this Warrant as the absolute owner hereof for such manager or managing member or general partner or management company, each an “Affiliated Fund”); (B) a transfer by a Holder that is a partnership, limited liability company or corporation to a partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (C) a transfer by gift, will or intestate succession of any purposes and as the person entitled partner to exercise the rights represented by this Warrant, his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse; (D) any transfer hereof on the books by a Holder in connection with a Sale of the CorporationCompany (as defined in the Fifth Amended and Restated Voting Agreement of even date herewith by and among the Investors, any notice the holders of Common Stock party thereto and the Company (the “Voting Agreement”)); or (E) the transfer by a Holder exercising its co-sale rights under the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company and the Investors and certain other stockholders named therein (the “ROFR and Co-Sale Agreement”), if in each transfer under clauses (A), (B) or (C), the prospective transferee agrees in all such instances in writing to be subject to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, terms hereof to the Corporation may treat same extent as if he or she were an original Holder hereunder. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO EXTENSION) IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (c) The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933, as amended Act; or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act; or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel reasonably satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject to applicable securities laws this Warrant(a) No Member may Transfer all or any part of his, her, or its Units, or otherwise withdraw from the Warrant Shares and all rights hereunder are transferable to Company, except with the prior written approval of the Board (excluding from such vote any Manager who is the proposed transferor or an Affiliate of the Holderproposed transferor, unless such Manager is the sole Manager of the Company), which may be withheld for any reason or for no reason, PROVIDED that any transfer of more than fifty percent (50%) of the Interests of any Member who holds more than fifty percent 50% of the outstanding Interests of the Company, shall in whole addition require the written consent of a majority in interest of those Members who are not transferring their Interests. No transferee of a Transfer may be admitted as a Member except with the prior written approval of the Board and the Consent of the Members, which may be withheld for any reason or in partfor no reason, and from time upon the satisfaction of the other requirements of this Agreement. Notwithstanding the foregoing to timethe contrary, the transfer of Units by St. Lawrence to any of its Affiliates or to any successor in interest shall be expressly per▇▇▇▇▇▇ ▇ereby and upon such transfer any such Affiliate shall be admitted to the Company as a Member, subject to the other provisions set forth in Section 7.01. (b) No Person who becomes the holder by operation of law of all or any portion of the Units may be admitted as a Member except with the prior written approval of the Board and the Consent of the Members, which may be withheld for any reason or for no reason, and upon satisfaction of the other requirements of this Agreement. (c) Every Transfer of a Unit permitted by this Article VII shall nevertheless be subject to the following: (i) surrender No Transfer of this Warrant properly endorsedany Units may be made if such Transfer would cause or result in a breach of any agreement binding upon the Company or of then applicable rules and regulations of any governmental authority having jurisdiction over such Transfer. The Board may require as a condition of any Transfer that the transferor assume all costs incurred by the Company in connection therewith and furnish an opinion of counsel, satisfactory to the Company both as to counsel and opinion, that the proposed Transfer complies with applicable law, including federal and state securities laws, and does not cause the Company to be an investment company as such term is defined in the Investment Company Act of 1940, as amended. (ii) delivery Notwithstanding anything contained herein to the contrary, no Unit shall be transferred if, by reason of such Transfer, the classification of the Company for federal income tax purposes would be adversely affected or jeopardized, or if such Transfer would have any other substantial adverse effect for federal income tax purposes. (iii) In the event of any Transfer, there shall be filed with the Company a duly executed and acknowledged counterpart of the instrument effecting such Transfer. The transferee, if any, shall execute such additional instruments as shall be reasonably required by the Board. If and for so long as such instruments are not so executed and filed, the Company need not recognize any such Transfer for any purpose, and the transferee shall be entitled only to the rights which are required under the Act to be afforded to a transferee who does not become a Member. (iv) Upon the admission or withdrawal of a notice of transfer in Member, this Agreement (including without limitation SCHEDULE I hereto) and/or the form of Exhibit B Certificate shall be amended appropriately by the Holder of its duly authorized attorney at Board to reflect the office then existing names and addresses of the CorporationMembers and their respective Percentage Interests and Units. (d) A transferor of a Unit shall, if the Corporation will at its expense issue transferee is a Member hereunder or if the transferee becomes a Member pursuant to the provisions of this Agreement, be relieved of liability under this Agreement with respect to the transferred Unit arising or upon accruing on or after the order effective date of the Holder Transfer. (e) Any Person who acquires in any manner whatsoever a new Warrant Unit, whether or Warrants of like tenor not such Person has accepted and assumed in writing the name of such Holder or as such Holder may direct. Each transferee terms and holder provisions of this Warrant, by accepting Agreement or holding been admitted into the same, consents that Company as a Member as provided in this Warrant, when endorsed, in blankRule 7.01, shall be deemed negotiabledeemed, andby acceptance of the acquisition thereof, when so endorsed, to have agreed to be subject to and bound by all of the holder hereof obligations of this Agreement with respect to such Unit and shall be treated by subject to the Corporation provisions of this Agreement with respect to any subsequent Transfer of such Unit. (f) Any Transfer in contravention of any of the provisions of this Agreement shall be null and all other persons dealing with this Warrant as void and ineffective to transfer any interest in the absolute owner hereof for any purposes Company, and as the person entitled to exercise the rights represented by this Warrantshall not bind, or to the transfer hereof be recognized by, or be recorded on the books of, the Company, and any transferee or assignee in such transaction shall not be or be treated as or deemed to be a Member for any purpose. In the event any Member shall at any time Transfer a Unit in contravention of any of the Corporationprovisions of this Agreement, any notice then each other Member shall, in addition to the contrary notwithstanding; providedall rights and remedies at law and equity, however, that until each be entitled to a decree or order restraining and enjoining such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act")transaction, and may the offending Member shall not plead in defense thereto that there would be sold an adequate remedy at law, it being expressly hereby acknowledged and agreed that damages at law would be an inadequate remedy for a breach or transferred threatened breach of the violation of the provisions concerning such transactions set forth in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Actthis Agreement."

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the HolderPreferred Stock or the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the restrictions of this Agreement including, in whole or in partwithout limitation, Section 1.13 and from time to timethis Section 1.2, upon and: (i) surrender There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) Such Holder will have notified the Company of this Warrant properly endorsedthe proposed distribution and will have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iiB) delivery of a notice of transfer in the form of Exhibit B if reasonably requested by the Holder of its duly authorized attorney at the office of the CorporationCompany, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as will have furnished the Company (at such Holder may direct. Each transferee and holder Holder’s expense) with an opinion of this Warrantcounsel, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or reasonably satisfactory to the transfer hereof on the books of the CorporationCompany, any notice to the contrary notwithstandingeffect that such disposition may be effected without registration under the Securities Act; provided, however, that until each no such transfer opinion will be required where such disposition is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered effected pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"“Rule 144”), unless required by the Company’s transfer agent. (iii) Notwithstanding the provisions of paragraphs (i) and may not be sold or transferred in (ii) above, to the absence of an effective extent permissible under law, no such registration statement under the Act or an opinion of counsel in form satisfactory will be necessary for a transfer (A) by a Holder to an affiliate, (B) by a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the Corporation estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any such partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, (C) by a Holder that is a limited liability company to its members or former members in accordance with their interest in the limited liability company, (D) by a Holder that is a corporation to its shareholders in accordance with the interests of the corporation, or (E) by a Holder to a Holder’s family member or trust for the benefit of one or more individual Holders, provided in all cases enumerated in clauses (A) – (E) that the transferees agree in writing to be subject to the terms of this Section 1.2 to the same extent as if such registration is not transferee were an original Holder hereunder and signs an appropriate investment letter as reasonably requested by the Company. (b) Each certificate representing the Preferred Stock or the Registrable Securities will (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend(s) required under by agreement or by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Each Holder consents to the ActCompany making a notation on its records and giving instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, After the Warrant Shares and all rights hereunder are transferable to any Affiliate of the Holder, in whole or in partEffective Date, and from time subject to timethe Standstill Restrictions, upon Stockholder may, without the Board’s prior express written consent, Transfer shares of Common Stock (i) surrender of this Warrant properly endorsedto its Affiliates, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have an offering not been registered requiring registration under the Securities Act of 1933, as amended amended, (iii) pursuant to an exercise of registration rights granted pursuant to the "Registration Rights Agreement or (iv) to the general public in open-market transactions pursuant to a registration statement or pursuant to Rule 144 under the Securities Act"; provided, however, that, other than in the case of an involuntary Transfer, Stockholder shall not knowingly, after reasonable inquiry, Transfer shares of Company Stock to any Person who together with its Affiliates would, after giving effect to such Transfer or Transfers, beneficially own 10% or more of the Company Stock (as determined pursuant to 13.1-725 of the Virginia Stock Corporation Act), unless such Person and its Affiliates agree to be bound by the terms of, and execute a joinder to, this Agreement. Stockholder shall be deemed to have satisfied its duty of reasonable inquiry with respect to clauses (iii) and (iv) of this Section 2.2(a) if it provides written instructions to an underwriter, placement agent, broker or agent, as the case may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory be, directing them to implement reasonable protections to the extent practicable that are designed to prevent such offering from resulting in a Transfer of shares of Company Stock to any Person who together with its Affiliates would, after giving effect to such Transfer or Transfers, beneficially own 10% or more of the Company Stock (as determined pursuant to 13.1-725 of the Virginia Stock Corporation that Act), unless such registration is not required under Person agrees to be bound by the Actterms of, and execute a joinder to, this Agreement."

Restrictions on Transfer. Subject (a) The Holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Warrant Shares Registrable Securities, or any beneficial interest therein, unless and all rights hereunder are transferable until: (i) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the Registration Statement; or (ii) The Holder may dispose of the Registrable Securities in compliance with Rule 144; or (iii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Registrable Securities under the Securities Act whereupon the holder of such Registrable Securities shall be entitled to transfer such Registrable Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 8(a), no such Registration Statement or opinion of counsel shall be necessary for (i) a transfer not involving a change in beneficial ownership or for estate planning purposes (including to a trust for the benefit of family), or (ii) transactions involving the distribution without consideration of Registrable Securities by any Affiliate Holder to (x) a parent, subsidiary or other affiliate of the Holder, in whole or in part, and from time to time, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by if the Holder of its duly authorized attorney at the office is a corporation, (y) any of the CorporationHolder’s partners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on the books estate of any of the CorporationHolder’s partners, any members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144; provided, in each case (other than (iii)), that the Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof manner and circumstances of the proposed disposition and the transferor delivers an executed copy of the Instrument of Accession attached hereto as Exhibit A. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the owner hereof for all purposes. Until such time as it is no longer provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Registrable Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 8. The legends stamped on a certificate evidencing the Registrable Securities and the stock transfer instructions and record notations with respect to the Registrable Securities shall bear be removed and the following legend:"The shares of Stock represented by this Company shall issue a certificate have not been without such legend to the Holder if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in Holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration is not required under or qualification, or (iii) the Actsecurities may be resold subject to Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and transfer agency policies in compliance with Rule 144."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant (a) Shares and all rights hereunder are transferable of Series B Preferred or any interest therein (including but not limited to any Affiliate voting or other rights pertaining to such shares) may not he sold, assigned, awarded, pledged, gifted, encumbered or otherwise transferred for consideration or otherwise, whether voluntarily, involuntarily, or by operation of the Holderlaw (collectively, in whole or in part“Transferred”), and from time to time, upon unless (i) surrender of this Warrant properly endorsed, and (iiA) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer there is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered an effective registration statement under the Securities Act of 1933, as amended (the "“Securities Act"”), and may not be sold covering such securities, or transferred (B) the sale is made in the absence of an effective registration statement accordance with Rule 144 promulgated under the Act or Securities Act, and (ii) the Corporation receives an opinion of counsel in form for the holder of such securities reasonably satisfactory to the Corporation stating that such Transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. A Transfer or attempt to effect a Transfer subject to the provisions of this Section 6 shall be deemed to occur whenever any interest in any shares of Series B Preferred is Transferred or is attempted to be Transferred, voluntarily, involuntarily, or by operation of law, irrespective of whether any change in the record ownership of such share occurs. (b) In the event that a holder of Series B Preferred desires to Transfer shares of Series B Preferred in accordance with Section 6(a) above, such holder shall deliver written notice of its desire to effect the Transfer (the “Transfer Notice”) to the Corporation, including the opinion of counsel referred to therein, no less than fifteen (15) calendar days prior to the anticipated closing date of the Transfer. Any shares of Series B Preferred that are subject to the Transfer Notice may be redeemed by the Corporation, in its sole and exclusive discretion, pursuant to Section 4 above. (c) Any attempt by a Series B Holder to Transfer shares of Series B Preferred in violation of Sections 4 and/or 6 of this Certificate shall be null and void, and the Corporation will not required under effect any such Transfer nor will it treat any alleged Transferee as the Actholder of such shares for any purposes."

Restrictions on Transfer. Subject to applicable securities laws this Warrant, the Warrant Shares and all rights hereunder are transferable to any Affiliate Each of the HolderSecurityholders agrees that, in whole except for the Transfer (as defined below) of Shares pursuant to Section 1.4 hereof, such Securityholder will not, directly or indirectly, sell, hypothecate, give, bequeath, transfer, assign, pledge or in partany other way whatsoever encumber or dispose of (whether for or without consideration, whether voluntarily or involuntarily or by operation of law) (any such event, a "TRANSFER") any Shares now or hereafter at any time owned by such Securityholder (or any interest therein) to another Person (a "TRANSFEREE"), unless and from time until: (a) with respect to timeShares that are not subject to the Call Option pursuant to Section 1.4 below, upon (i) surrender of this Warrant properly endorsed, and (ii) delivery of there is then in effect a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered registration statement under the Securities Act of 1933, as amended covering such proposed Transfer and such Transfer is (the "Act"), and may not be sold or transferred A) made in the absence of an effective accordance with such registration statement and (B) in compliance with any applicable state securities or Blue Sky laws, (ii) the Transfer is effected pursuant to and in compliance with Rule 144 promulgated under the Securities Act and is in compliance with any applicable state securities or Blue Sky laws or (iii) (A) such Securityholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Transfer, (B) such Securityholder shall have furnished the Company with an opinion of counsel, to the extent reasonably required by the Company, which opinion and counsel in form shall be reasonably satisfactory to the Corporation Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption therefrom and (C) such Transfer is in compliance with any applicable state securities or Blue Sky laws; or (b) with respect to Shares that are subject to the Call Option (i) the Transferee of such Transferred Shares shall have executed and delivered to the Company, as a condition precedent to such Transfer, an instrument or instruments in form and substance satisfactory to the Company confirming that the Transferee agrees to be bound by the terms of this Agreement and accepts the rights and obligations of the transferor Securityholder set forth in this Agreement as if it were the transferor Securityholder, (ii) such Securityholder shall have furnished the Company with an opinion of counsel, to the extent reasonably required by the Company, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption therefrom and (iii) such Transfer is in compliance with any applicable state securities or Blue Sky laws. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a Transfer (i) by a Securityholder which is not required a partnership to its partners or former partners in accordance with partnership interests, (ii) by a Securityholder which is a limited liability company to its members or former members in accordance with their interest in the limited liability company, (iii) by a Securityholder to such Securityholder's spouse, any direct or adopted lineal descendant or ancestor of such Securityholder or his or her spouse or any trust solely for the benefit of any or all of the foregoing, PROVIDED that after giving effect to such Transfer under this clause (iii), sole voting power with respect to such Transferred Shares shall be held by the Acttransferor Securityholder (unless such Transfer occurs by reason of the death of such Securityholder) or (iv) any Transfer by a Securityholder which is a state-sponsored employee benefit plan to a successor trust or fiduciary or pursuant to a statutory reconstitution."

Restrictions on Transfer. Subject (a) The holder of each certificate representing the Restricted Securities (the “Restricted Holder”) by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2. 1. The Restricted Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2 and from time to timeSection 4, upon and: (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) delivery The Restricted Holder shall have given prior written notice to the Company of a notice of transfer in the form of Exhibit B Restricted Holder’s intention to make such disposition and, if requested by the Holder of its duly authorized attorney at Company, shall have furnished the office Company with a detailed description of the Corporation, the Corporation will at its expense issue to or upon the order manner and circumstances of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiableproposed disposition, and, when so endorsedif requested by the Company, the Restricted Holder shall have furnished the Company, at the Restricted Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act, or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder hereof of such Restricted Securities shall be treated entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Corporation and all Restricted Holder to the Company. (b) Notwithstanding the provisions of Section 2.1(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Restricted Securities by any Restricted Holder to (w) a parent, subsidiary or other persons dealing with this Warrant as affiliate of the absolute owner hereof for Restricted Holder, if the Restricted Holder is a corporation, (x) any purposes and as of the person entitled to exercise the rights represented by this WarrantRestricted Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the transfer hereof on the books estate of any of the CorporationRestricted Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, (y) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Restricted Holder, or (z) a Restricted ▇▇▇▇▇▇’s spouse, child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or to a trust or other similar estate planning vehicle for the benefit of the Restricted Holder or any such person, if the Restricted Holder is an individual, or (iii) in the case of KDT, a transfer to any direct or indirect subsidiary of ▇▇▇▇ Industries, Inc. or ▇▇▇▇ Holdings, LLC; provided, in each case, that the Restricted Holder shall give written notice to the contrary notwithstanding; provided, however, that until each Company of the Restricted Holder’s intention to effect such transfer is recorded on such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing shares of Preferred Stock or Common Stock (including the Conversion Stock) shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AND VOTING RESTRICTIONS, ALL AS SET FORTH IN A SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. BY ACCEPTING ANY INTEREST IN THESE SHARES, THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. The Restricted Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.1. (d) The first legend referring to federal and state securities laws identified in Section 2.1(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been Restricted Securities if (i) those securities are registered under the Securities Act of 1933Act, as amended or (ii) the "Act"), and may not be sold or transferred in holder provides the absence of an effective registration statement under the Act or Company with an opinion of counsel in form satisfactory reasonably acceptable to the Corporation Company to the effect that such a sale or transfer of those securities may be made without registration or qualification. (e) Each Restricted Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is not required subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the ActSecurities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company."

Restrictions on Transfer. Subject (a) Except as provided in Section 4.6, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to applicable securities laws the other parties under this WarrantAgreement or otherwise, the Warrant Shares and all rights hereunder are transferable Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member nor be entitled to any Affiliate rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the HolderManaging Member; provided, that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in whole or accordance with this Agreement. Notwithstanding the foregoing, but subject to any other restrictions on Transfers set forth in partthis Agreement, and from time to time, upon (i) surrender Atlas may distribute a number of this Warrant properly endorsedCommon Units (and corresponding shares of Class B Common Stock) to its limited partners (including Atlas Technical Consultants Management LLC) in accordance with the provisions of Seller’s limited partnership agreement and Atlas Technical Consultants Management LLC may distribute the Common Units (and corresponding shares of Class B Common Stock) it receives in such distribution to its members; provided, that (A) such limited partners are not Affiliates of [Bernhard Capital Partners Management LP], which for the avoidance of doubt shall not include Atlas Technical Consultants Management LLC nor its members, (B) such distributions are made solely in connection with the distribution of cash proceeds received in connection with the consummation of the transactions contemplated by the Purchase Agreement, and (C) such distributions shall not exceed [ ___ ]2 Common Units (and corresponding shares of Class B Common Stock), and (ii) delivery after [ __ ], 20203, (A) any Member that is an entity may elect to make an in-kind distribution of all or any portion of its Interests to its members, partners or stockholders, as applicable, in each case in accordance with the terms of its operating agreement, and (B) [Bernhard Capital Partners Management LP] and its Affiliates shall be permitted to Transfer all or any portion of their respective Interests to any Person so long as such Transfer would not cause the Company to be treated as a notice “publicly traded partnership” within the meaning of transfer Section 7704 of the Code or a successor provision. 2 Note to Draft: To be mutually determined prior to Closing, but in any event shall be the minimum number of Units to be issued to managers based on the “fair market value” of such units and the cash received from the Transaction and distributed to BCP following the Closing in order to ensure compliance with Atlas’ waterfall. 3 Note to Draft: To be 6 months following the Closing. (b) In addition to any other restrictions on Transfer contained herein, including the provisions of this Article IX, in no event may any Transfer or assignment of Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Interests; (ii) if such Transfer would (A) be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof’ as such terms are used in Treasury Regulations Section 1.7704-1, (B) result in the form Company having more than 100 partners, within the meaning of Exhibit B by Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the Holder rules of its duly authorized attorney at Treasury Regulations Section 1.7704-1(h)(3)), or (C) cause the office Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Corporation, Code or a successor provision or to be taxed as a corporation pursuant to the Corporation will at its expense issue to Code or upon the order successor of the Holder Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a new Warrant “party-in-interest” (as defined in Section 3 (14) of ERISA) or Warrants a “disqualified person” (as defined in Section 4975(e)(2) of like tenor the Code); (iv) if such Transfer would, in the name opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Holder Interests or as any Equity Securities issued upon any exchange of such Holder may direct. Each transferee and holder of this WarrantInterests, by accepting pursuant to any applicable U.S. federal or holding state securities Laws; or (vi) if such Transfer subjects the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled Company to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required regulation under the Act, Investment Company Act or the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Investment Advisors Act of 19331940, each as amended (the "Act"or any succeeding law), . Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(b) shall be null and may not be sold void and of no force or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Acteffect whatsoever."

Restrictions on Transfer. Subject (a) Each holder of Company securities party to applicable this Agreement (each, a “Securityholder”), by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Securityholder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any Company securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such securities laws this Warrantsubject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Securityholder shall have given prior written notice to the Company of such Securityholder’ s intention to make such disposition and shall have furnished the Company with a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office detailed description of the Corporation, the Corporation will at its expense issue to or upon the order manner and circumstances of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiableproposed disposition, and, when so endorsedsuch Securityholder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the holder hereof Company, to the effect that such disposition will not require registration of such securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Securityholder shall be treated entitled to transfer such securities in accordance with the terms of the notice delivered by the Corporation and all Securityholder to the Company. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution of securities by any Securityholder to (x) a parent, subsidiary or other persons dealing with this Warrant as affiliate of the absolute owner hereof for Securityholder that is a corporation, or (y) any purposes and as the person entitled to exercise the rights represented by this Warrantof its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, (iii) transfers without consideration in connection with a liquidation, dissolution or winding up of a Securityholder, or (iv) transfers in compliance with Rule 144, as long as the books Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Securityholder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Securityholder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing securities held by a Securityholder shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. Each Securityholder consents to the Act, Company making a notation on its records and g1vmg instructions to any transfer agent of such Securityholder’s securities in order to implement the certificates representing restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Warrant Shares securities held by Securityholders and the stock transfer instructions and record notations with respect to such securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such securities if (i) such securities are registered under the Securities Act of 1933Act, as amended or (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include: (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder (each, an “Affiliated Transfer”); or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition. It is agreed that until each such transfer is recorded on such books, the Corporation may treat Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the registered holder hereof as provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the owner hereof for all purposes. Until such time as it is no longer following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject to applicable securities laws (a) Except as otherwise provided in this WarrantARTICLE IX, no Member shall Transfer all or any portion of its Membership Interest in the Warrant Shares and all rights hereunder are transferable to any Affiliate Company without the written consent of the Holderother Member (which consent may be granted or withheld in the sole discretion of the other Member). No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in whole or in partthe Company, and from time to time, upon the Company agrees that it shall not issue any Membership Interests: (i) surrender of this Warrant properly endorsed, and (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name of such Holder or except as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered permitted under the Securities Act of 1933, as amended (the "Act")and other applicable federal or state securities or blue-sky laws, and may not be sold or transferred in then, with respect to a Transfer of Membership Interests, only upon delivery to the absence Company of an effective registration statement under the Act or an opinion of counsel in form and substance satisfactory to the Corporation Company to the effect that such Transfer may be effected without registration is not required under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company." (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

Restrictions on Transfer. Subject (a) Each Holder agrees not to applicable securities laws this Warrant, the Warrant Shares and make any disposition of all rights hereunder are transferable to or any Affiliate portion of the Holder, in whole Shares or in part, Registrable Securities unless and from time to time, upon until: (i) surrender There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; (ii) Such disposition is made pursuant to and in compliance with Rule 144; or (A) The transferee has agreed in writing to be bound by the terms of this Warrant properly endorsedAgreement by executing a counterpart signature page hereto (which shall not be deemed to be an amendment hereto), (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (iv) Notwithstanding the provisions of paragraphs (i), (ii) delivery and (iii) above, no such registration statement or opinion of counsel shall be necessary for a notice transfer by a Holder which is: (A) a Holder's transfer without consideration of transfer in any or all Shares held either during such Holder's lifetime or on death by will or intestacy to such Holder's immediate family or to any custodian or trustee for the form of Exhibit B by the Holder of its duly authorized attorney at the office of the Corporation, the Corporation will at its expense issue to or upon the order of the Holder a new Warrant or Warrants of like tenor in the name account of such Holder or such Holder's immediate family. "Immediate family" as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the Holder making such transfer; (B) a Holder's transfer of any or all of such Holder's Shares to the Company; (C) a corporate Holder's transfer of any or all of its Shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate Holder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate Holder; (D) a corporate Holder's transfer without consideration of any or all of its Shares to any or all of its stockholders; (E) a transfer by a Holder may direct. Each which is a limited or general partnership to any or all of its partners or former partners; (F) a transfer without consideration by a limited liability company to its members or former members in accordance with their interest in the limited liability company; and (G) a transfer without consideration by a Holder to a retirement plan (regardless of form) created by a Holder for the primary benefit of, or in trust for, the Holder and/or such Holder's immediate family or a transfer from such retirement plan to the designated beneficiary or beneficiaries thereof; PROVIDED that in each case the transferee and holder has agreed in writing to be bound by the terms of this Warrant, Agreement by accepting or holding the same, consents that this Warrant, when endorsed, in blank, executing a counterpart signature page hereto (which shall not be deemed negotiable, and, when so endorsed, the holder hereof shall to be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Corporation, any notice to the contrary notwithstanding; provided, however, that until each such transfer is recorded on such books, the Corporation may treat the registered holder hereof as the owner hereof for all purposes. Until such time as it is no longer required under the Act, the certificates representing the Warrant Shares shall bear the following legend:"The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"an amendment hereto), and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel in form satisfactory to the Corporation that such registration is not required under the Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and from time to time, upon (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder; or (iii) transfers in compliance with Rule 144(k), as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the ActCompany making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. record notations with respect to such Restricted Securities shall be removed and the certificates representing Company shall issue a certificate without such legend to the Warrant Shares shall bear the following legend:"The shares holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."

Restrictions on Transfer. Subject (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to applicable securities laws comply in all respects with the provisions of this WarrantSection 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the Warrant Shares terms and all rights hereunder are transferable to any Affiliate of the Holderconditions set forth in this Agreement, in whole or in partincluding, without limitation, this Section 2.8 and from time to timeSection 2.10, upon and, except for transfers permitted under Section 2.8(b), (y): (i) surrender of this Warrant properly endorsed, There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) delivery Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice of transfer in the form of Exhibit B delivered by the Holder to the Company. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, partnership or limited liability company, (y) any of its duly authorized attorney at the office of the Corporationpartners, the Corporation will at its expense issue to members or upon the order of the Holder a new Warrant other equity owners, or Warrants of like tenor in the name of such Holder retired partners, retired members or as such Holder may direct. Each transferee and holder of this Warrant, by accepting or holding the same, consents that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed, the holder hereof shall be treated by the Corporation and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrantequity owners, or to the transfer hereof on estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the books same management company with, such Holder; or (iii) transfers in compliance with Rule 144(k), as long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Corporation, any Holder thereof shall give written notice to the contrary notwithstanding; provided, however, that until each Company of such transfer is recorded on Holder’s intention to effect such books, disposition and shall have furnished the Corporation may treat Company with a detailed description of the registered holder hereof as manner and circumstances of the owner hereof for all purposes. Until such time as it is no longer proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Act, Company making a notation on its records and giving instructions to any transfer agent of the certificates representing Restricted Securities in order to implement the Warrant Shares restrictions on transfer established in this Section 2.8. (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall bear be removed and the following legend:"The shares Company shall issue a certificate without such legend to the holder of Stock represented by this certificate have not been such Restricted Securities if (i) such securities are registered under the Securities Act of 1933Act, as amended (ii) such holder provides the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or Company with an opinion of counsel in form reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Corporation Company, that such registration is not required securities can be sold pursuant to Section (k) of Rule 144 under the Securities Act."