Common use of Restricted Securities Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities Forward Purchase Shares to the Purchaser has not been been, and will not be be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Forward Purchase Shares, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided in Section 4(a) of this Agreement (the “Registration Rights AgreementRights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesForward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted intends to publicly file the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are the Forward Purchase Shares is not and are is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderAct.

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale, except pursuant to the Registration Rights AgreementRights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the filed a Registration Statement for on Form S-1 to consummate its proposed initial public offering with the SEC (the “IPO”). The Purchaser understands that the offering sale of the Securities hereunder is not, and transactions contemplated hereunder are not and are is not intended to be be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase such sale of Securities hereunderthe Securities.

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering SEC has taken the position that promoters or affiliates of Securities a blank check company and transactions contemplated hereunder their transferees, both before and after an initial business combination, are not and are not intended deemed to be part “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the IPO, and that the Purchaser will Securities Act would not be able to rely on the protection of Section 11 available for resale transactions of the Securities Act despite technical compliance with respect to its purchase the certain requirements of such Rule, and the Securities hereundercan be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.

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

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

Restricted Securities. The Purchaser understands understands, acknowledges and agrees that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities ActPurchased Shares, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponand, among other thingsif issued, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Shares, and if issued, the Conversion Shares indefinitely unless they are subsequently registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Shares and/or Conversion Shares for resale except pursuant to as set forth in the Registration Rights Shareholders Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesShares and/or the Conversion Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

Restricted Securities. The Purchaser Holder understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Holder's representations as expressed herein. The Purchaser Holder understands that the Securities are “"restricted securities” " under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission ("SEC") and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser for resale and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s Holder's control, and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that Notwithstanding the above, the Company has confidentially submitted will register the Registration Statement for its proposed IPO. The Purchaser understands that Conversion Shares and remove any transfer restrictions as soon as practicably allowable but in no event later than six (6) months from the offering of Securities and transactions contemplated hereunder are not and are not intended to be part date of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderconversion.

Restricted Securities. The Purchaser understands that the offer Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and sale of that under such laws and applicable regulations such securities may be resold without registration under the Securities to Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connection, the Purchaser has represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE COMPANY'S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. The Purchaser understands that the Securities have not been and will not be registered under the Securities ActAct and have not been and will not be registered or qualified in any state in which they are offered, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, thus the Purchaser must hold the will not be able to resell or otherwise transfer its Securities indefinitely unless they are registered with under the SEC Act and registered or qualified by under applicable state authoritiessecurities laws, or an exemption from such registration and or qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is availableimmediate need for liquidity in connection with this investment, it may be conditioned on various requirements including, but does not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and anticipate that the Purchaser will not be able required to rely on sell its Securities in the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderforeseeable future.

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities, or any Class A Shares into which the Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPOwas declared effective on February 4, 2021. The Purchaser understands that the offering of the Securities is not, and transactions contemplated hereunder are not and are is not intended to be be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereundersuch Securities.

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Shares, or the Common Stock into which it may be converted, for resale except pursuant to as set forth in the Registration Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesShares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. [The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement filed a registration statement for a public offering of its proposed IPOCommon Stock, which was withdrawn effective [ , 20_]. The Purchaser understands that the this offering of Securities and transactions contemplated hereunder are not and are is not intended to be part of the IPOpublic offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.Act.44]

Restricted Securities. The Purchaser LLS understands that the offer and sale applicable shares of the Securities to the Purchaser has LICENSEE have not been been, and will not be be, registered under the Securities ActAct of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s LLS’ representations as expressed herein. The Purchaser LLS understands that the Securities applicable shares of LICENSEE are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser LLS must hold the Securities such shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser LLS acknowledges that the Company LICENSEE has no obligation to register or qualify the Securities applicable shares of LICENSEE, or any shares into which such shares may be converted, for resale except pursuant as set forth in the financing documents related to the Registration Rights AgreementQualified Financing. The Purchaser LLS further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securitiesapplicable shares of LICENSEE, and on requirements relating to the Company LICENSEE which are outside of the Purchaser’s LLS’ control, and which the Company LICENSEE is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.;

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

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

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

Restricted Securities. The Purchaser MICHIGAN understands that the offer and sale applicable shares of the Securities to the Purchaser has LICENSEE have not been been, and will not be be, registered under the Securities ActAct of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserMICHIGAN’s representations as expressed herein. The Purchaser MICHIGAN understands that the Securities applicable shares of LICENSEE are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser MICHIGAN must hold the Securities such shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser MICHIGAN acknowledges that the Company LICENSEE has no obligation to register or qualify the Securities applicable shares of LICENSEE, or any shares into which such shares may be converted, for resale except pursuant as set forth in the financing documents related to the Registration Rights AgreementQualified Financing. The Purchaser MICHIGAN further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securitiesapplicable shares of LICENSEE, and on requirements relating to the Company LICENSEE which are outside of the PurchaserMICHIGAN’s control, and which the Company LICENSEE is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.;

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

Restricted Securities. The Purchaser Seller understands that neither the offer and sale Stock Consideration or Common Stock issuable upon conversion of the Securities to the Purchaser Stock Consideration has not been been, and neither will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed herein. The Purchaser Seller understands that the Securities are Stock Consideration, and Common Stock issuable upon conversion of the Stock Consideration, is “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Seller must hold the Securities Stock Consideration, and Common Stock issuable upon conversion of the Stock Consideration, indefinitely unless they are it is registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available, including by way of example only, the exemption set forth in Rule 144 under the Exchange Act. The Purchaser Seller acknowledges that the Company Buyer has no obligation to register or qualify the Securities except pursuant to Stock Consideration, or Common Stock issuable upon conversion of the Registration Rights AgreementStock Consideration, for resale. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on upon various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesStock Consideration and Common Stock issuable upon conversion of the Stock Consideration, and on upon requirements relating to the Company Buyer which are outside of the PurchaserSeller’s control, and which the Company Buyer is under no obligation and may not be able to satisfy. The Purchaser acknowledges that Seller understands and will comply with the Company has confidentially submitted transfer restrictions applicable to the Registration Statement for its proposed IPO. The Purchaser understands that Stock Consideration, as set forth in the offering Certificate of Securities and transactions contemplated hereunder are not and are not intended Designation of the Series A Preferred Stock Certificate to be part filed with the Nevada Secretary of State in connection with the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderClosing.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as and warranties expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreementfor resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Such Purchaser acknowledges that the Company has confidentially submitted will make a notation on its stock books regarding the Registration Statement for its proposed IPO. The Purchaser understands that restrictions on transfers set forth in this Section 2.4 and will transfer securities on the offering of Securities and transactions contemplated hereunder are not and are not intended to be part books of the IPO, and that Company only to the Purchaser will extent not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderinconsistent therewith.

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

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has Purchased Shares have not been and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Purchased Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Purchased Shares or the Conversion Shares for resale except pursuant to as set forth in the Registration Rights Shareholders Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesPurchased Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the Company’s offering of Securities and transactions contemplated hereunder are not and are Series D-1 Preferred Shares under this Agreement is not intended to be part of the IPOpublic offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderAct.

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

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

Restricted Securities. The Purchaser Holder understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, (i) registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the Xxxxxx’s investment intent and the accuracy of the PurchaserHolder’s representations and warranties as expressed hereinherein or (ii) registered or qualified in any state in which they are offered. The Purchaser Holder also understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, pursuant to these such laws, the Purchaser Holder must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Securities for resale, except pursuant to as expressly provided in the Registration Rights AgreementSubscription Agreement entered into concurrently with this Warrant. The Purchaser further acknowledges that if If an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequirements, but not limited to, including the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the PurchaserHolder’s control, control and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

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

Restricted Securities. The Purchaser Each Buyer understands that the offer and sale of the Securities to the Purchaser has Shares have not been been, and will not be be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s each Buyer's representations as expressed herein. The Purchaser Each Buyer understands that the Securities Shares are “"restricted securities” " under applicable U.S. federal Federal and state securities laws and that, pursuant to these laws, the Purchaser each Buyer must hold the Securities Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each Buyer acknowledges that the Company that, except as set forth herein, Seller has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementShares for resale. The Purchaser Each Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, Shares and on requirements relating to the Company Seller which are outside of the Purchaser’s such Buyer's control, and which the Company Seller is under no obligation and may not be able to satisfy. The Purchaser acknowledges In this connection, each Buyer represents that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of it is familiar with Securities and transactions contemplated hereunder are not and are not intended to be part of the IPOExchange Commission Rule 144 ("Rule 144"), as presently in effect, and that understands the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderresale limitations imposed thereby.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities Forward Purchase Shares to the Purchaser has not been been, and will not be be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Forward Purchase Shares, or any Class A Shares for which they may be exercised, for resale, except pursuant to as provided in Section 4(a) of this Agreement (the “Registration Rights AgreementRights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesForward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted publicly filed the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are the Forward Purchase Shares is not and are is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderAct.

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

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

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

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

Restricted Securities. The Purchaser Registered Holder understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserRegistered Holder’s representations as expressed herein. The Purchaser Registered Holder understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Registered Holder must hold the Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Registered Holder acknowledges that the Company has no obligation to register or qualify the Securities for resale, except pursuant to the Registration Rights Agreementas set forth in Section 20 hereof. The Purchaser Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the PurchaserRegistered Holder’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Purchaser understands that the offer Shares and sale of the Securities to the Purchaser has Warrant Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinin this Section 3. The Purchaser understands that the Securities Shares and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these such laws, the Purchaser must hold the Securities Shares and Warrant Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Shares, Warrant Shares, or the Common Stock into which they may be converted, for resale except pursuant to as set forth in the Registration Fifth Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesShares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale, except pursuant to the Registration Rights AgreementRights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted filed a registration statement on Form S-1 to consummate its initial public offering with the Registration Statement for its proposed SEC (the “IPO”). The Purchaser understands that the offering sale of the Securities hereunder is not, and transactions contemplated hereunder are not and are is not intended to be be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase such sale of Securities hereunderthe Securities.

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

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

Restricted Securities. The Purchaser In the event stock is involved in this transaction. Seller understands that the offer and sale of the Securities to the Purchaser has Buyer Shares have not been been, and will not be be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Seller's representations as expressed herein. The Purchaser Seller understands that the Securities Buyer Shares to be received by Seller are “"restricted securities” " under applicable U.S. federal and state securities laws and thatregulations, and that pursuant to these laws, the Purchaser Seller must hold the Securities Buyer Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser Seller acknowledges that the Company Buyer has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementBuyer Shares for resale. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesBuyer Shares, and on requirements relating to the Company Buyer which are outside of the Purchaser’s control, Seller's control and which the Company Buyer is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that However, Seller may sell shares as allowed by the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of U.S. Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 & Exchange Commission Rule 144 of the Securities Act with respect 1933after a holding period equal to its purchase of Securities hereundersix (6) months from the time shares are issued to Seller. Buyer shall provide at Buyer's expense an opinion letter from counsel to remove the legend.

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

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

Restricted Securities. The Purchaser Can-Fxxx understands that the offer and sale of the Securities to the Purchaser has Shares have not been been, and will not be be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Can-Fxxx’x representations as expressed herein. The Purchaser Can-Fxxx understands that the Securities Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Can-Fxxx must hold the Securities Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Can-Fxxx acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementShares for resale. The Purchaser Can-Fxxx further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesShares, and on requirements relating to the Company which are outside of the Purchaser’s Can-Fxxx’x control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges Can-Fxxx represents and warrants that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering it is an “accredited investor” as defined in Rule 50l(a) of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of Regulation D promulgated under the Securities Act with respect to its purchase of Securities hereunderAct.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has Notes have not been been, and will not be be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Notes are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser must hold may not sell, pledge or otherwise transfer the Securities indefinitely Notes unless they are registered with the SEC Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Notes under the Securities except pursuant Act or the Exchange Act or under any state securities laws. The Purchaser understands that the Company has not made and is not making any representation, warrant or covenant, express or implied, as to the Registration Rights Agreementavailability of any exemption from registration under the Securities Act or any applicable state securities law, for the resale, pledge or other transfer of the Notes. The Purchaser further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesNotes, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Purchaser Satiogen understands that the offer Series A-1 Shares and sale of the Securities to the Purchaser has Common Shares have not been been, and will not be be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSatiogen’s representations as expressed herein. The Purchaser Satiogen understands that the Securities Series A-1 Shares and the Common Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Satiogen must hold the Securities such shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Satiogen acknowledges that the Company Licensee has no obligation to register or qualify the Securities Series A-1 Shares or the Common Shares, or any shares into which such shares may be converted, for resale except pursuant to as set forth in the Registration Rights AgreementTransaction Agreements. The Purchaser Satiogen further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesSeries A-1 Shares and the Common Shares, and on requirements relating to the Company Licensee which are outside of the PurchaserSatiogen’s control, and which the Company Licensee is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

Restricted Securities. The Purchaser Seller understands and has informed each Shareholder that the offer Shares are characterized as “restricted securities” under the federal securities laws in that they are being acquired from Purchaser in a transaction not involving a public offering and sale of that under such laws and applicable regulations such Shares may not be resold without registration under the Securities to Act except in certain limited circumstances. In this connection, Seller is familiar with Rule 144 promulgated under the Purchaser Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. SELLER UNDERSTANDS AND ACKNOWLEDGES HEREIN AND HAS INFORMED EACH SHAREHOLDER THAT IS RECEIVING SHARES (AS DEFINED) THAT AN INVESTMENT IN THE SHARES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. Seller understands and has informed each Shareholder that, except as set forth in the Stockholder and Registration Rights Agreement, the Shares have not been and will not be registered under the Securities ActAct and have not been and will not be registered or qualified in any state in which they are offered, by reason of a specific exemption from and thus Seller will not be able to resell or otherwise transfer the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely Shares unless they are registered with under the SEC Securities Act and registered or qualified by under applicable state authoritiessecurities laws, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under . Seller has informed each Shareholder that such Shareholder will have no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act immediate liquidity in connection with respect to its purchase of Securities hereunderthis investment.

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

Restricted Securities. The Purchaser Seller understands that the offer and sale applicable equity securities of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities ActAct of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed herein. The Purchaser Seller understands that the Securities applicable equity securities of Purchaser are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Seller must hold the Securities such equity securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Seller acknowledges that the Company Purchaser has no obligation to register or qualify the Securities applicable equity securities of Purchaser, or any securities into which such equity securities may be converted, for resale except pursuant to as set forth in the Registration Rights AgreementConvertible Note. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securitiesapplicable equity securities of Purchaser, and on requirements relating to the Company Purchaser which are outside of the PurchaserSeller’s control, and which the Company Purchaser is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.***Confidential Treatment Requested

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

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

Restricted Securities. The Purchaser Manolos understands that the offer and sale of the Securities to the Purchaser has CGI Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Manolos’ representations as expressed herein. The Purchaser Manolos understands that the Securities CGI Shares are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser Manolos must hold the Securities CGI Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser Manolos acknowledges that the Company CGI has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementCGI Shares for resale. The Purchaser Manolos further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesCGI Shares, and on requirements relating to the Company CGI which are outside of the Purchaser’s Manolos’ control, and which the Company CGI is under no obligation and may not be able to satisfy. The Purchaser Section 3.08 Accredited and Sophisticated Purchaser. Manolos is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Manolos is an investor in securities of companies in the development stage and acknowledges that Manolos is able to fend for itself, can bear the Company economic risk of its investment, and has confidentially submitted such knowledge and experience in financial or business matters that it is capable of evaluating the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities merits and transactions contemplated hereunder are not and are not intended to be part risks of the IPOinvestment in the CGI Shares. If other than an individual, and that Manolos also represents it has not been organized for the Purchaser will not be able to rely on purpose of acquiring the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderCGI Shares.

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

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

Restricted Securities. The Purchaser Company understands that the offer and sale of the Securities to the Purchaser Common Stock has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserCompany’s representations as expressed herein. The Purchaser Company understands that the Securities are Purchaser Common Stock is “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Company must hold the Securities Purchaser Common Stock indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Company acknowledges that the Company Purchaser has no obligation to register or qualify the Securities except Purchaser Common Stock for resale; provided that, to the extent the Purchaser Common Stock is eligible for resale pursuant to Rule 144 under the Registration Rights AgreementSecurities Act (“Rule 144”), the Purchaser shall use commercially reasonable efforts to facilitate the Company’s or any Company Affiliate’s resale of the Purchase Common Stock pursuant to Rule 144, including by instructing the Purchaser’s transfer agent to take any steps necessary to facilitate such resale. The Purchaser Company further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesPurchaser Common Stock, and on requirements relating to the Company Purchaser which are outside of the PurchaserCompany’s control, and which the Company Purchaser is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Purchaser Seller understands that the offer and sale of the Securities to the Purchaser has Consideration Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed herein. The Purchaser Seller understands that the Subject Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Seller must hold the Securities Consideration Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available, including by way of example only, the exemption set forth in Rule 144 under the Exchange Act. The Purchaser Seller acknowledges that the Company Buyer has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementConsideration Shares for resale. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesConsideration Shares, and on requirements relating to the Company Buyer which are outside of the PurchaserSeller’s control, and which the Company Buyer is under no obligation and may not be able to satisfy. The Purchaser acknowledges that Seller understands and will comply with the Company has confidentially submitted Lock-Up Agreement being entered into between the Registration Statement for its proposed IPO. The Purchaser understands that Buyer and Seller simultaneously with execution of this Agreement (the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder“Lock-Up Agreement”).

Restricted Securities. The Purchaser Optionee acknowledges and understands that the offer and sale of Securities constitute “restricted securities” under the Securities to the Purchaser has Act and have not been and will not be registered under the Securities Act, by reason of Act in reliance upon a specific exemption from the registration provisions of the Securities Act therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities be held indefinitely unless they are subsequently registered with under the SEC and qualified by state authorities, Securities Act or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser Optionee further acknowledges and understands that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfyregister the Securities. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser Optionee understands that the offering of certificate evidencing the Securities and transactions contemplated hereunder are not and are not intended to will be part of imprinted with a legend which prohibits the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 transfer of the Securities Act with respect unless they are registered or such registration is not required in the opinion of counsel satisfactory to its purchase the Company, a legend prohibiting their transfer without the consent of Securities hereunderthe Commissioner of Corporations of the State of California and any other legend required under applicable state securities laws.

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreementfor resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.CONVERTIBLE NOTE PURCHASE AGREEMENT 3

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser --------------------- Preferred Stock has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Securities shares of Preferred Stock are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities shares of Preferred Stock indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Preferred Stock for resale except pursuant with regards to the Registration Rights AgreementCommon Stock issuable upon conversion of the Preferred Stock as set forth in Section 6.2 hereof. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesPreferred Stock, and on requirements relating to the Company which that are outside of the Purchaser’s 's control, and which that the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

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

Restricted Securities. The Purchaser understands that the offer issuance and sale of the Securities to Purchased Shares, and the Purchaser has issuance and sale of any Topco Ordinary Shares in the Exchange, have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Purchased Shares and any Topco Ordinary Shares issued in the Exchange are or will be “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities such securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that neither the Company nor Topco has no any obligation to register or qualify the Securities except pursuant to Purchased Shares or any Topco Ordinary Shares issued in the Registration Rights AgreementExchange for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securitiessecurities, and on requirements relating to the Company or Topco which are outside of the Purchaser’s control, and which the Company or Topco is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Purchaser understands that the offer and sale of the Securities Private Placement APEs to the Purchaser has not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Private Placement APEs are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Private Placement APEs indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Private Placement APEs for resale, except pursuant to for the Registration Rights Agreementregistration rights described in Section 1(d). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesPrivate Placement APEs, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Such Purchaser understands that the offer and sale of the Securities to the Purchaser has have not been been, and will not be be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act which depends thereof that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Securities indefinitely unless they are registered with the SEC Securities and Exchange Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Except as set forth herein with respect to the Common Stock issuable upon conversion of the Convertible Notes and exercise of the Warrants, such Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser for resale and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which that are outside of the such Purchaser’s control, and which that the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

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

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

Restricted Securities. The Such Purchaser understands that the offer and sale of the Securities to the Purchaser has not been Allocated Shares are being issued in a transaction that was not, and will not be be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Securities Allocated Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Securities Allocated Shares indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementAllocated Shares for resale. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesAllocated Shares, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The (d) Accredited Investor. Such Purchaser acknowledges that is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Company has confidentially submitted Securities Act. Such Purchaser’s principal executive offices are in the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely jurisdiction set forth immediately below such Purchaser’s name on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderapplicable signature page attached hereto.

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

Restricted Securities. The Purchaser Subscriber understands that the offer and sale of the Securities to the Purchaser Stock has not been been, and will not not, except in accordance with the Joinder, be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSubscriber’s representations as expressed herein. The Purchaser Subscriber understands that the Securities shares of Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Subscriber must hold the Securities Stock indefinitely unless they are the Stock is registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Subscriber acknowledges that the Company has NewCo will have no obligation to register or qualify the Securities Stock for resale except pursuant to as set forth in the Registration Rights AgreementJoinder. The Purchaser Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesStock, and on requirements relating to the Company NewCo which are outside of the PurchaserSubscriber’s control, and which the Company NewCo is under no obligation and may not be able to satisfy. The Purchaser Subscriber also acknowledges that the Company has confidentially submitted certificates representing the Registration Statement for its proposed IPO. The Purchaser understands Stock shall bear the restrictive legends required under applicable federal and state securities laws; provided that the offering if Subscriber delivers to NewCo an opinion of Securities counsel to NewCo, in a form and transactions contemplated hereunder are not and are not intended substance reasonably acceptable to be part NewCo, that transfers of some or all of the IPOStock held by Subscriber do not require registration under the applicable federal and securities laws, and that the Purchaser NewCo will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderpromptly deliver new certificates for such shares without such legends.