Common use of Restricted Securities Clause in Contracts

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Holder understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Warrant Shares are characterized as “restricted securities” under applicable U.S. the federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and thatthat under such laws and applicable regulations such Warrant Shares may be resold without registration under the Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Holder must bear the economic risk of this investment indefinitely unless the Warrant Shares are registered pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authoritiesAct, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges Holder understands that the Company has no obligation to register or qualify present intention of registering the Forward Purchase Warrant Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges Holder also understands that if an there is no assurance that any exemption from registration or qualification is under the Act will be available and that, even if available, it such exemption may be conditioned on various requirements including, but not limited to, allow the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating Holder to the Company which are outside transfer all or any portion of the Purchaser’s controlWarrant Shares under the circumstances, in the amounts or at the times the Holder might propose. HOLDER By: Name: Title: Date: Exhibit C Form of Fourth Amended and which Restated Stockholders’ Agreement FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this 14th day of February, 2014, is entered into by and among (i) Radius Health, Inc., a Delaware corporation (the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering “Corporation”), (ii) those holders of shares of the Forward Purchase Shares hereunder is notCorporation’s Common Stock, and is not intended par value $.0001 per share (“Common Stock”), listed on Schedule 1 hereto (hereinafter referred to becollectively as the “Common Stockholders”), part (iii) those holders of shares of the IPOCorporation’s Series B-2 Convertible Preferred Stock, and that par value $.0001 per share (“Series B-2 Preferred Stock”), listed on Schedule 2 hereto (hereinafter referred to collectively as the Purchaser will not be able to rely on the protection “Series B-2 Stockholders”), (iv) those holders of Section 11 shares of the Securities Act with respect Corporation’s Series B Convertible Preferred Stock, par value $.0001 per share (“Series B Preferred Stock”), listed on Schedule 3 hereto (hereinafter referred to such offering collectively as the “Series B Stockholders”), (v) those holders of shares of the Forward Purchase SharesCorporation’s Series A-1 Convertible Preferred Stock, par value $.0001 per share (“Series A-1 Preferred Stock”), listed on Schedule 4 hereto (hereinafter referred to collectively as the “Series A-1 Stockholders”), (vi) those holders of shares of the Corporation’s Series A-2 Convertible Preferred Stock, par value $.0001 per share (“Series A-2 Preferred Stock”), listed on Schedule 5 hereto (hereinafter referred to collectively as the “Series A-2 Stockholders”), (vii) those holders of the shares of the Corporation’s Series A-3 Convertible Preferred Stock, par value $.0001 per share (“Series A-3 Preferred Stock”), listed on Schedule 6 hereto (hereinafter referred to collectively as the “Series A-3 Stockholders”), (viii) those holders of shares of the Corporation’s Series A-4 Convertible Preferred Stock, par value $.0001 per share (“Series A-4 Preferred Stock”), listed on Schedule 7 hereto (hereinafter referred to collectively as the “Series A-4 Stockholders”), (ix) that certain holder of shares of the Corporation’s Series A-5 Convertible Preferred Stock, par value $.0001 per share (“Series A-5 Preferred Stock”), listed on Schedule 8 hereto (hereinafter referred to as the “Series A-5 Stockholder”) and (x) any person or entity that becomes a party hereto pursuant to Section 17 hereof or otherwise (the “Additional Stockholders”).

Restricted Securities. The Purchaser If the Holder elects to receive Common Stock pursuant to Section 1.3 above, the Holder understands that the offer and sale Shares are being issued only in a transaction not involving any public offering in the United States within the meaning of the Forward Purchase Securities Act, the Shares have not been registered under the Securities Act or any other applicable securities law, that the Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act and that (A) prior to the Purchaser has not been, and will not be, registered expiration of the holding period applicable to sales of restricted securities pursuant to Rule 144 under the Securities Act, by reason the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction (i) (a) in a specific exemption transaction meeting the requirements of Rule 144 under the Securities Act, (b) outside the U.S. to a foreign purchaser in a transaction meeting the requirements of Regulation S, or (c) pursuant to a transaction that is otherwise exempt from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and thatlaws, (ii) to Bally or (iii) pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such effective registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is statement under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering and (B) the Holder will notify any subsequent purchaser from it of the Forward Purchase Sharesresale restrictions set forth in (A) above, if then applicable. The Holder agrees that the certificates representing any Shares issued hereunder shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR LAWS.”

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Maker understands that the offer and sale of Units to be issued by the Forward Purchase Shares Company pursuant 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 thingsthis Agreement, the bona fide nature shares of the investment intent common stock and warrants underlying such Units and the accuracy shares of common stock underlying such warrants (collectively, the Purchaser’s representations “Securities”) are characterized as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under the federal securities laws inasmuch as they will be acquired in a transaction not involving a public offering, and that under such laws and applicable U.S. regulations such securities may be resold without registration under the federal and state securities laws only in certain limited circumstances. The certificates for the Securities shall be subject to a legend or legends restricting transfer under the federal securities laws and thatreferring to restrictions on transfer herein, pursuant such legend to these lawsbe substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authoritiesAS AMENDED (THE “1933 ACT”), or an exemption from such registration and qualification requirements is availableAND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase SharesTHE SECURITIES MAY NOT BE OFFERED FOR SALE, except pursuant to the Registration RightsSOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesTHE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR EXEMPTION THEREFROM.

Restricted Securities. Except for possible permitted transfers subject to the terms of the Partnership Agreement, the Preferred Unit Purchaser is acquiring the Purchased Preferred Units for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. The Preferred Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its proposed investment in the Purchased Preferred Units and is capable of bearing the economic risk of such investment. The Preferred Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Preferred Unit Purchaser acknowledges and understands that the offer and sale its acquisition of the Forward Purchase Shares to the Purchaser Purchased Preferred Units has not been, and will not be, been registered under the Securities Act, by reason of a specific Act in each case in reliance on an exemption from therefrom and that the registration provisions of Partnership is relying upon the Securities Act which depends upon, among other things, the bona fide nature of the investment intent truth and the accuracy of the Preferred Unit Purchaser’s representations compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Preferred Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Preferred Unit Purchaser to acquire the Purchased Preferred Units and the Purchased Preferred Units will, upon such acquisition, be characterized as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. state and federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableLaws. The Preferred Unit Purchaser acknowledges further acknowledge and understand that (x) the Company has no obligation to register Purchased Preferred Units may not be sold, transferred, offered for sale, pledged, hypothecated or qualify the Forward Purchase Shares, otherwise disposed of except pursuant to an effective registration statement under the Registration RightsSecurities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Purchased Preferred Units will bear a legend substantially as set forth below: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Purchaser further acknowledges that if These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states 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 Sharesother jurisdictions, and requirements relating in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has receive documentation satisfactory to the Company which are outside of the Purchaser’s control, and which the Company is it that such transaction does not require registration under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesAct.”

Restricted Securities. The Purchaser Holder understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Warrant Shares are characterized as “restricted securities” under applicable U.S. the federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and thatthat under such laws and applicable regulations such Warrant Shares may be resold without registration under the Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Holder must bear the economic risk of this investment indefinitely unless the Warrant Shares are registered pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authoritiesAct, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges Holder understands that the Company has no obligation to register or qualify present intention of registering the Forward Purchase Warrant Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges Holder also understands that if an there is no assurance that any exemption from registration or qualification is under the Act will be available and that, even if available, it such exemption may be conditioned on various requirements including, but not limited to, allow the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating Holder to the Company which are outside transfer all or any portion of the Purchaser’s controlWarrant Shares under the circumstances, in the amounts or at the times the Holder might propose. HOLDER By: Name: Title: Date: Exhibit C Form of Amended and which Restated Stockholders’ Agreement THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT THIS THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this [ · ] day of April, 2013, is entered into by and among (i) Radius Health, Inc., a Delaware corporation (the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering “Corporation”), (ii) those holders of shares of the Forward Purchase Shares hereunder is notCorporation’s Common Stock, and is not intended par value $.0001 per share (“Common Stock”), listed on Schedule 1 hereto (hereinafter referred to becollectively as the “Common Stockholders”), part (iii) those holders of shares of the IPOCorporation’s Series B Convertible Preferred Stock, and that par value $.0001 per share (“Series B Preferred Stock”), listed on Schedule 2 hereto (hereinafter referred to collectively as the Purchaser will not be able to rely on the protection “Series B Stockholders”), (iv) those holders of Section 11 shares of the Securities Act with respect Corporation’s Series A-1 Convertible Preferred Stock, par value $.0001 per share (“Series A-1 Preferred Stock”), listed on Schedule 3 hereto (hereinafter referred to such offering collectively as the “Series A-1 Stockholders”), (iv) those holders of shares of the Forward Purchase SharesCorporation’s Series A-2 Convertible Preferred Stock, par value $.0001 per share (“Series A-2 Preferred Stock”), listed on Schedule 4 hereto (hereinafter referred to collectively as the “Series A-2 Stockholders”), (v) those holders of the shares of the Corporation’s Series A-3 Convertible Preferred Stock, par value $.0001 per share (“Series A-3 Preferred Stock”), listed on Schedule 5 hereto (hereinafter referred to collectively as the “Series A-3 Stockholders”), (vi) those holders of shares of the Corporation’s Series A-4 Convertible Preferred Stock, par value $.0001 per share (“Series A-4 Preferred Stock”), listed on Schedule 6 hereto (hereinafter referred to collectively as the “Series A-4 Stockholders”), (vii) that certain holder of shares of the Corporation’s Series A-5 Convertible Preferred Stock, par value $.0001 per share (“Series A-5 Preferred Stock”), listed on Schedule 7 hereto (hereinafter referred to as the “Series A-5 Stockholder”) and (viii) any person or entity that becomes a party hereto pursuant to Section 17 hereof or otherwise (the “Additional Stockholders”).

Restricted Securities. The Purchaser understands and acknowledges that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these those laws, the Purchaser must hold the Forward Purchase Shares indefinitely and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that registration is not required for such resale. Purchaser agrees that it will not resell any Securities unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the SEC and qualified by state authoritiesAct, pursuant to registration under the Act, or pursuant to an available exemption from such registration registration. With regard to the restrictions on resales of the Securities or any security underlying or into which the Securities are or may be convertible, Purchaser is aware (i) of the limitations and qualification requirements is available. The Purchaser acknowledges applicability of Securities and Exchange Commission Rule 144, (ii) that the Company has no obligation will issue stop transfer orders to register its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Securities and any security underlying or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company into which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 any of the Securities Act with respect to such offering of the Forward Purchase Sharesare or will be convertible, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF REGULATION S OR, IF APPLICABLE, RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

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

Restricted Securities. (a) The Purchaser Holder understands that neither the offer and sale of Warrant nor the Forward Purchase Warrant Shares to the Purchaser has not been, and will not be, are registered under the Securities 1933 Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponas amended, among other things, the bona fide nature of the investment intent and the accuracy of Company has not made any undertaking to register either the Purchaser’s representations Warrant or the Warrant Shares under the 1933 Act except as expressed hereinhereinafter expressly provided. The Purchaser understands Holder represents that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws Warrant is being acquired by it and that, pursuant to these lawsif at the time of Warrant exercise there is no effective registration statement, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant Warrant may only be exercised to the Registration Rights. The Purchaser further acknowledges that if extent an exemption from registration or qualification is availableunder federal and applicable state law exists for such exercise, and in such event the Warrant Shares will be acquired by it may be conditioned on various requirements including, but not limited to, the time for investment purposes and manner of sale, the holding period all certificates for the Forward Purchase Shares, and requirements relating to the Company which are outside shares issued upon exercise of the Purchaser’s controlWarrant will bear the following legends: NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is notAS AMENDED (THE “1933 ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 OF THE 1933 ACT, and is not intended to beAND, part of the IPOUNLESS SO REGISTERED, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesMAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION IS AVAILABLE FOR SUCH SALE AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Restricted Securities. The Purchaser understands that the offer Units, including the shares of Common Stock and sale Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Forward Purchase Shares to the Purchaser has underlying Warrants, have not been, and will not be, been registered under the Securities Act, Act or any state securities law by reason of a specific exemption from therefrom, and that the registration provisions of Seller is relying on the Securities Act which depends upontruth and accuracy of, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these lawscompliance with, the representations and warranties and agreements of the Purchaser must hold set forth herein to determine the Forward Purchase Shares indefinitely unless they are registered with availability of such exemptions and the SEC and qualified by state authoritieseligibility of the Purchaser to acquire the Units, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside bona fide nature of the Purchaser’s controlinvestment intent as expressed herein. Purchaser represents that he is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and which acknowledges the Company sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501 (a) of Regulation D under no obligation the Securities Act or similar exemptions under state law; and, accordingly, Purchaser acknowledges that such Units, the shares of Common Stock and Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore Purchaser further acknowledges and understands that the Securities must be held indefinitely and may not be able offered, sold, transferred, pledged or otherwise disposed of unless registered under the Securities Act and, if applicable, the securities laws of any applicable state or other jurisdiction or in the absence of such registration upon delivery to satisfythe Company of an opinion of counsel satisfactory to the Company that such registration is not required and Purchaser understands the certificates representing the Securities will contain a legend in respect of such restrictions. The Purchaser acknowledges that did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering meaning of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of Rule 502 under the Securities Act with respect to such offering of the Forward Purchase SharesAct.

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

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

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

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

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

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

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

Restricted Securities. The Purchaser understands that the offer Additional Exchangeable Notes and sale the Pubco Common Stock issuable upon exchange of the Forward Purchase Shares to Additional Exchangeable Notes are being offered in a transaction not involving any public offering within the Purchaser has not beenmeaning of the Securities Act of 1933, as amended (the “Securities Act”), and will that the Additional Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes have not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of by the Purchaser absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary thereof or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Additional Exchangeable Notes shall contain a restrictive legend to such effect. The Purchaser understands and agrees that the Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes will be subject to transfer restrictions under applicable U.S. federal and state securities laws and thatand, pursuant to as a result of these lawstransfer restrictions, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Company filed Additional Exchangeable Notes and may be required to bear the Registration Statement financial risk of an investment in the Additional Exchangeable Notes for the IPO with the SECan indefinite period of time. The Purchaser understands that the offering it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Forward Purchase Shares hereunder is notAdditional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes. Each book entry for the Additional Exchangeable Notes shall contain a notation, and is not intended to beeach certificate (if any) evidencing the Additional Exchangeable Notes shall be stamped or otherwise imprinted with a legend, part of in substantially the IPOfollowing form: THIS SECURITY AND THE COMMON STOCK, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

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

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

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

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

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

Restricted Securities. The Each Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Notes have not been, and will not be, registered under the Securities 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 each Purchaser’s 's representations as expressed herein. The Further, each Purchaser understands that the Forward Purchase Shares Securities that may be issued pursuant to the terms of the Notes have not been, and may not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Purchaser's representations as expressed herein. Each Purchaser understands that the Notes and, if not registered by the Company, any Securities issued pursuant to the terms of the Notes 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 Forward Purchase Shares 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 Each Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser Securities 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 Forward Purchase SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s 's control, and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Holder 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 that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Forward Purchase Shares to Securities and Exchange Commission or any other Federal agency at the Purchaser has not beentime administering the Securities Act thereunder, all as the same shall be in effect at the time, and will not bethe rules and regulations thereunder (the "Securities Act"), registered only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, adopted by the Commission under the Securities Act ("Rule 144") and understands the resale limitations imposed thereby and under the Securities Act. The Holder of this Warrant Certificate, and any holder and transferee of any Securities, by reason acceptance thereof, agrees that no public distribution of a specific exemption from Securities will be made in violation of the registration provisions of the Securities Act. Further, the Holder understands that the Securities it is purchasing are subject to Bermuda Monetary Authority permissions and must be issued and transferred in compliance with the conditions attached to such permissions. The Holder of this Warrant Certificate, and any holder and transferee of any Securities, by acceptance thereof, agrees that (x) no issuance, transfer or assignment of the Securities, including the Common Shares to be issued on any exercise hereof, will be made unless any such issuance, transfer or assignment is in compliance with the Securities Act which depends and any Bermuda Monetary Authority permissions and the conditions attached to such permissions, (y) no issuance, transfer or assignment of any Securities, including the Common Shares to be issued on any exercise hereof, will be made unless Bermuda Monetary Authority approval, if necessary, shall have been obtained prior to any such issuance, transfer or assignment and (z) this Warrant Certificate is being issued and the Common Shares will be issued in reliance upon, among other thingsmatters, the bona fide nature Holder or relevant Shareholder at any and all material times being an "accredited investor" (as defined under Rule 501(a) of Regulation D of the investment intent rules and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 regulations of the Securities Act with respect to such offering Act) or a director, officer or employee of the Forward Purchase SharesCompany.

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

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

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

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

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

Restricted Securities. The Purchaser Each Crestwood Party understands that the offer and sale of New NRGM Common Units to be acquired by the Forward Purchase Shares Crestwood Parties pursuant to the Purchaser has Article 2 have not been, and will not be, been registered under the Securities Act, Act or any state securities Laws by reason of a specific exemption from exemptions under the registration provisions thereof, the availability of the Securities Act which depends upon, among other things, depend in part on the bona fide nature of the Crestwood Parties’ investment intent and upon the accuracy of the Purchaser’s representations as expressed hereinmade in this Article 3. The Purchaser Each Crestwood Party understands that NRGM is relying in part upon the representations and agreements contained in this Article 3 for the purpose of determining whether the offer, sale and issuance of the New NRGM Common Units meets the requirements for such exemptions. Each Crestwood Party understands that the Forward Purchase Shares are New NRGM Common Units will be characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable U.S. federal and state securities laws and thatregulations, such New NRGM Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to these laws, an effective registration statement under the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, Securities Act or pursuant to an available exemption from such registration the requirements of the Securities Act, and qualification requirements in compliance with other applicable state and federal securities Laws. In this connection, each Crestwood Party represents that it is availablefamiliar with Rule 144 promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser Each Crestwood Party also acknowledges that appropriate legends will be placed on the Company certificates representing the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 (including as required by the NRGM Partnership Agreement) indicating the restrictions on transfer of such New NRGM Common Units and that Buyer has no obligation to register or qualify the Forward Purchase Sharessuch New NRGM Common Units, except pursuant to as provided in the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesNRGM Partnership Agreement.

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser understands that the offer Exchangeable Notes and sale the Pubco Common Stock issuable upon exchange of the Forward Purchase Shares to Exchangeable Notes are being offered in a transaction not involving any public offering within the Purchaser has not beenmeaning of the Securities Act of 1933, as amended (the “Securities Act”), and will that the Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Exchangeable Notes have not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of by the Purchaser absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary thereof or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Exchangeable Notes shall contain a restrictive legend to such effect. The Purchaser understands and agrees that the Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Exchangeable Notes will be subject to transfer restrictions under applicable U.S. federal and state securities laws and thatand, pursuant to as a result of these lawstransfer restrictions, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Company filed Exchangeable Notes and may be required to bear the Registration Statement financial risk of an investment in the Exchangeable Notes for the IPO with the SECan indefinite period of time. The Purchaser understands that the offering it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Forward Purchase Shares hereunder is notExchangeable Notes and the Pubco Common Stock issuable upon exchange of the Exchangeable Notes. Each book entry for the Exchangeable Notes shall contain a notation, and is not intended to beeach certificate (if any) evidencing the Exchangeable Notes shall be stamped or otherwise imprinted with a legend, part of in substantially the IPOfollowing form: THIS SECURITY AND THE COMMON STOCK, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser understands Consultant acknowledges that the offer Common Stock and sale of the Forward Purchase Shares to the Purchaser has not beenstock purchase warrants, and will not bethe shares of Common Stock issuable upon exercise thereof, registered (hereinafter collectively referred to as the "Securities"), being delivered pursuant to Section 1.2 of this Agreement, are being issued (i) without registration under the Securities Act of 1933, as amended (the "Act"), by reason or any other securities laws; no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement of a specific exemption from an investment in the registration provisions Securities, and the Securities are "restricted securities" as defined in Rule 144 promulgated under the Act; (ii) to you for your own account, for investment and not with any present intention to distribute or resell, directly or indirectly, all or any portion of the interest therein; (iii) you warrant and represent that you are financially able to bear the economic risk associated with these Securities Act for an indefinite period of time with no assurance of any return thereon; (iv) you warrant and represent that you have the requisite knowledge and experience in financial matters, and you have had access to all information regarding the Company and the Securities which depends uponyou have requested, among other thingsto enable you to evaluate the merits and risks associated with the Securities; (v) you warrant and represent that, in making your investment decision with respect to the bona fide nature Securities, you have reviewed the Company's latest Annual Report on form 10-K and Quarterly Report on Form 10-Q and that you have solely relied upon your own investigation of the investment intent Company and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands its affairs, it being understood that the Forward Purchase Shares are “restricted securities” Company makes no representations and warranties with respect to the Securities or the Company, it business affairs, financial condition or prospects; and (vi) acknowledge that; the Securities may not be sold or offered for sale in the absence of an effective registration statement for the Securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authoritiesAct, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner opinion of sale, the holding period for the Forward Purchase Shares, and requirements relating counsel acceptable to the Company which are outside of to the Purchaser’s control, and which effect that such registration is not required; the certificate(s) evidencing the Securities may be imprinted with a suitable restrictive legend substantially to such effect that the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that take any steps to register the Company filed Securities under the Registration Statement Act or otherwise cause the Securities to become freely transferable (including, without limitation, to make the provisions of Rule 144 available for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 any resales of the Securities Act with respect to under such offering of the Forward Purchase SharesRule).

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

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Each Shareholder understands and acknowledges that the offer and sale of the Forward Purchase Shares to the Purchaser has Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these those laws, the Purchaser must hold the Forward Purchase Shares indefinitely and thus cannot be resold unless they are registered under the Act or pursuant to a resale transaction in accordance with Rule 144 under the SEC and qualified by state authoritiesAct, or an pursuant to another available exemption from such registration and qualification requirements is availableregistration. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except Except in connection with a resale transaction pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from a registration statement or qualification is availableRule 144, it may shall be conditioned on various requirements including, but a condition to such transfer that ZAGG has first received an opinion of competent securities counsel that registration is not limited torequired for such resale. In connection with a resale pursuant to Rule 144, the time seller shall provide ZAGG with such information and manner certificates as ZAGG reasonably requests to establish the availability of sale, the holding period for the Forward Purchase Shares, and requirements relating such rule. With regard to the Company which are outside restrictions on resales of the Purchaser’s controlSecurities, each Shareholder is aware (i) of the limitations and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with applicability of the SEC. The Purchaser understands 's Rule 144, (ii) that ZAGG will issue stop transfer orders to its stock transfer agent in the offering event of the Forward Purchase Shares hereunder is not, attempts to improperly transfer any Securities; and is not intended to be, part of the IPO, and (iii) that the Purchaser a restrictive legend will not be able to rely placed on the protection of Section 11 of certificates representing the Securities Act with respect to such offering of the Forward Purchase Shareswhich legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE, THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

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

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

Restricted Securities. The Purchaser Each certificate representing Company Shares issued to the Sellers and ESAPI shall be endorsed with the following legends, in addition to any other legend required placed thereon by applicable federal or state securities laws: “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS ( AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTION MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” Each of the Sellers and ESAPI understands that the offer and sale Company Shares may not be sold, transferred, or otherwise disposed of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered without registration under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from such registration under the Act, the Company Shares must be held indefinitely. Each of the Sellers and qualification requirements ESAPI is available. The Purchaser acknowledges aware that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and Shares may not be able sold pursuant to satisfy. The Purchaser acknowledges that Rule 144 promulgated under the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering Act unless all of the Forward Purchase Shares hereunder is not, and is not intended conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to be, part of the IPO, and that public about the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesCompany.

Restricted Securities. Section 7.1 By acceptance of this Warrant, the Holder hereby represents to the Company that this Warrant is being acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing this Warrant or the Common Stock issuable upon exercise of this Warrant. By acceptance of this Warrant, the Holder further represents that the Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Warrant or the Common Stock issuable upon exercise of this Warrant. The Purchaser Holder is an “accredited investor” as the term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the shares subject to this Warrant and the Holder is able financially to bear the risks thereof. The Holder understands that the offer and sale of this Warrant and the Forward Purchase Shares to offer and sale of the Purchaser has Common Stock issuable upon exercise of this Warrant have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser understands Holder further recognizes and acknowledges that because the Forward Purchase Shares offer and sale of this Warrant and the offer and sale of the Common Stock issuable upon exercise of this Warrant are “restricted securities” unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable U.S. federal and state securities laws and thatlaws, or pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an a valid exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on Holder must, therefore, bear the protection economic risk of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesinvestment indefinitely.

Restricted Securities. The Purchaser understands that Until registered with the offer SEC for trading on the public markets as provided in Section 6.6 below, the shares of IMX Stock and sale Additional IMX Stock to be issued pursuant to Section 2.4 hereof will be restricted securities within the meaning of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, as of the Closing will not have been registered with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act and may not be sold or transferred absent such registration or unless an exception from registration is available. The Company Stockholders acknowledge and understand that the IMX Stock and Additional IMX Stock, if any, will have been issued for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the IMX Stock and the Additional IMX Stock, if any, in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by reason the SEC thereunder, and applicable state securities laws; and that an investment in the IMX Stock and the Additional IMX Stock, if any, is not a liquid investment. The certificates evidencing such shares of IMX Stock and Additional IMX Stock, if any, shall bear a specific exemption from legend substantially in the following form, in addition to any other legends required by applicable state Law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO: (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” Upon the registration of the IMX Stock and Additional IMX Stock with the SEC as provided in Section 6.6 below, and upon the delivery of an opinion of counsel, reasonably acceptable to Purchaser, to the effect that the holders thereof are entitled to have such legend removed pursuant to the provisions of the Securities Act which depends uponand Rule 144 promulgated thereunder, among other things, Purchaser shall remove the bona fide nature restrictive legend from the shares of the investment intent and the accuracy of the IMX Stock or Additional IMX Stock. Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may remove such legend shall be conditioned on various requirements including, but not limited to, upon the time and manner receipt of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shareslegal opinion.

Restricted Securities. The Purchaser understands that Until the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under Shelf Registration is declared effective by the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except Exchange Commission pursuant to the Registration Rights. The Purchaser further acknowledges Rights Agreement (which may or may not occur by May 17, 2001), each Seller understands that if an exemption (a) the Homestore Shares to be received by such Seller hereunder are characterized as "restricted securities" under the federal securities laws inasmuch as such securities are being acquired from registration or qualification is available, it Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is resold without registration under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect only in certain limited circumstances and (b) the certificate(s) representing the Homestore Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN STOCKHOLDER AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST OF THE HOLDER OR RECORD OF THIS SECURITY TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL OFFICES OF THE CORPORATION. The Sellers must request that Homestore remove the legend set forth above from the certificates evidencing the Homestore Shares or issue to such offering holder new certificates therefor free of such legend in connection with the Forward Purchase SharesShelf Registration.

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

Restricted Securities. The Purchaser understands that Investor realizes that: (a) neither the offer Units nor the Shares and sale of Warrants comprising the Forward Purchase Shares to the Purchaser has not been, and will not be, Units have been registered under the Securities ActAct or registered or qualified under any state securities or "blue sky" laws, by reason of a specific exemption from the registration provisions of are characterized under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “"restricted securities” under applicable U.S. federal and state securities laws and that" and, pursuant to these lawstherefore, the Purchaser must hold the Forward Purchase Shares indefinitely cannot be sold or transferred 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, and (b) there is presently no public market for the Units, or Shares and Warrants comprising the Units, and only a limited public market for the Underlying Shares and no public market for the Units, or Shares and Warrants comprising the Units, is expected to develop and, due to the limited public market for the Underlying Shares, the Investor may not be able to liquidate its investment or pledge the Shares and/or Warrants as collateral security for loans. The Purchaser Investor represents that it is familiar with Rule 144 under the Securities Act as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act including the requirement that the Shares and/or Underlying Shares must be held for at least one year after purchase thereof from the Company prior to resale (two years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. Except as set forth in the Registration Rights Agreement, the Investor acknowledges that the Company has is under no obligation to register or qualify the Forward Purchase SharesShares and/or Underlying Shares under the Securities Act or under any state or foreign securities law, except pursuant or to assist the Registration Rights. The Purchaser further acknowledges that if an Investor in complying with any exemption from registration or qualification is availableand qualification, it may be conditioned on various requirements including, but not limited to, except as provided in the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfyRegistration Rights Agreement. The Purchaser acknowledges Investor understands that the Company filed will rely upon the Registration Statement for accuracy and truth of the IPO with foregoing representations and the SECInvestor hereby consents to such reliance. The Purchaser understands Investor is also aware that the offering sales or transfers of the Forward Purchase Shares hereunder is not, and/or Underlying Shares may be further restricted by state and is not intended to be, part of the IPO, foreign securities laws and that the Purchaser certificates for the Shares and/or Underlying Shares will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Sharesbear appropriate legends restricting their transfer.

Restricted Securities. The Purchaser Investor understands that the offer and sale of the Forward Purchase Shares to the Purchaser has Share Consideration have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration RightsShares for resale. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Investor understands that the this offering of the Forward Purchase Shares hereunder is not, and is not intended to be, be part of the IPOpublic offering, and that the Purchaser Investor will not be able to rely on the protection of Section 11 of the Securities Act. Such Investor understands that the Share Consideration must be held indefinitely unless such Share Consideration are registered under the Securities Act or an exemption from registration is available. Such Investor acknowledges that such Investor is familiar with respect to such offering Rule 144 and Rule 144A, of the Forward Purchase Sharesrules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Investor understands that to the extent that Rule 144 or Rule 144A is not available, such Investor will be unable to sell any Share Consideration without either registration under the Securities Act or the existence of another exemption from such registration requirement. The Investor understands that 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 Share Consideration. The Investor hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any certificates representing the Shares and the underlying securities may bear a restrictive legend pursuant to applicable laws and may include language substantially similar to the below: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

Restricted Securities. The Purchaser Buyer understands that the offer and sale of the Forward Purchase Shares to the Purchaser has have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinAct. The Purchaser Buyer understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Buyer must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Shares will not be transferable except (1) pursuant to an effective registration statement under the Securities Act or (2) upon receipt by the Company of a written opinion of counsel for the holder reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws. Buyer acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration RightsShares for resale. 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 Forward Purchase Shares, and on requirements relating to the Company which are outside of the PurchaserBuyer’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Buyer understands that restrictive legends shall be placed on all certificates representing the offering of the Forward Purchase Shares hereunder is notShares, and is not intended to besubstantially as follows: “NO TRANSFER, part of the IPOSALE, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase SharesASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS.”

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to be purchased hereunder will not be registered and shall be characterized as “restricted securities” under the Purchaser has not beenfederal securities laws, and will under such laws such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Shares to be issued hereunder shall bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. Purchaser acknowledges and agrees that, as “restricted securities,” the Shares to be purchased by it may not bebe transferred, registered hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the Securities Act, by reason or (ii) the Company receives an opinion of a specific counsel for the holder(s) of such Shares, reasonably satisfactory to counsel for the Company, that an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Shares hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Shares.

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