Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 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 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 Units, 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 Units, 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 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resaleShares, 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 UnitsShares, 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 Units 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any shares of Class A Shares Common Stock into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised forShares, 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 UnitsShares, 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 Units 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 UnitsShares.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser have 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 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 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 Units, or any Class A Shares 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 Units, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for the IPO with the SECits proposed IPO. The Purchaser understands that the offering of the Forward Purchase 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that Depositary shall, at the offer request and sale expense of the Forward Purchase Units 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 form 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 the ADSs and ADRs issued and outstanding under the Deposit Agreement, respectively, subject only to the Purchaser have not been, and will not be, registered 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 Units 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 Units indefinitely unless they are registered with Restricted ADR shall be controlling and shall govern the SEC rights and qualified by state authoritiesobligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, or the Restricted ADSs and Restricted ADRs. If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted Securities, the Depositary, 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant restrictions applicable 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 toRestricted ADRs, the time Restricted ADSs and manner of salethe Restricted Shares, shall (i) eliminate the holding period for the Forward Purchase Unitsdistinctions, limitations and requirements relating restrictions that may have been established 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 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 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 UnitsDeposit 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 Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, the Forward Purchase Shares, the Forward Purchase Warrants, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resaleShares, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class Series A Shares into which the Forward Purchase Units Securities may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 UnitsShares, or any shares of Class A Shares Common Stock into which the Forward Purchase Units Shares may be converted into or exercised forexercised, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares which that the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Director Forward Purchase Units to the Purchaser have 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 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 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 Units, or any Class A Shares which the Director Forward Purchase Units may be converted into or exercised for, 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 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 Director Forward Purchase Units 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised forShares, 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 UnitsShares, 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 Units 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser Shares 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 Units 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 Units 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 Units, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

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 Units 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 have 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 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 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 present plans to register or qualify make the Forward Purchase Units, 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 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 Units, 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 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Ordinary Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser Investor understands and acknowledges that upon optional Conversion the offer and sale of the Forward Purchase Units Company’s shares will be offered pursuant to the Purchaser have 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 Units 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 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised forrequired by applicable securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, for resaleAS AMENDED, except pursuant to the Registration RightsOR UNDER APPLICABLE STATE SECURITES LAWS, RULES AND REGULATIONS. The Purchaser further acknowledges that if an exemption from registration or qualification is availableTHESE SECURITIES MAY NOT BE PLEDGED, 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 Units, 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 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 UnitsSOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser have 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 Units 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 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 an opinion of counsel reasonably acceptable to register the Company to the effect that such transfer or qualify the Forward Purchase Units, or any Class A Shares which the Forward Purchase Units exchange may be converted into made without registration under the Securities Act. In the case of such transfer or exercised for, for resale, except 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 Units, 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 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 Warrant Shares under the Securities Act with respect pursuant to such offering of the Forward Purchase Unitsa Registration Statement on Form S-8.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares shares of Common Stock for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsAct.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, 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 UnitsSecurities, 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 Units 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, Securities 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any shares of Class A Shares Common Stock for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsAct.

Restricted Securities. The Purchaser Option Holder understands that the offer and sale of the Forward Purchase Units Co-Investment Securities to the Purchaser have 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 Units 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 Units 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 UnitsCo-Investment Securities, or any Class A Shares for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsCo-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 Units 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser Seller understands that the offer and sale of the Forward Purchase Units to the Purchaser Star Mountain Shares 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration RightsStar Mountain Shares. 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 Units, 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 Units 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 Unitsrestriction as soon as reasonably possible.

Restricted Securities. The Purchaser GPC understands that the offer and sale of the Forward Purchase Units to the Purchaser NEOTHERAPEUTICS Shares 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 Units 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 Units 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 Units, or any Class A NEOTHERAPEUTICS Shares which the Forward Purchase Units may be converted into or exercised for, for resale, 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 UnitsNEOTHERAPEUTICS 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 Units 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 Unitsextent not inconsistent therewith.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

Restricted Securities. The Purchaser (a) understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsCompany Purchased Securities, or any Class A Shares the Conversion Securities into which the Forward Purchase Units they may be converted into or exercised forconverted, for resale, 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 UnitsCompany 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 Units 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 Unitscertificate, 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 Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares 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 UnitsShares, 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 Units hereunder Shares 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 Units.Shares. ​

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares shares of Common Stock for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsAct.

Restricted Securities. The Purchaser Employee recognizes and understands that this Option and the offer and sale of the Forward Purchase Units to the Purchaser have not been, and will not be, Option Shares 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 Units 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 Units 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 Unitsclass 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 terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of any Option Shares shall be made unless and until (i) there is 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 shall have furnished to the Company a detailed statement of the circumstances surrounding such disposition, together with, if requested by the Company, 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, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration Rightsother state securities laws. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may Company shall be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Units, 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 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 Units 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 Unitsregulations promulgated thereunder.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units and Sponsor Units to the Purchaser have 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 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 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 Units, 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 Units 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 Units hereunder 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 Units and Sponsor Units.

Restricted Securities. The Such Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Forward Purchase Units Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Forward Purchase Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, Securities 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 UnitsSecurities, and on requirements relating to the Company which that are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Such Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the IPO with the SECSEC for review. The Such Purchaser understands that the offering to such Purchaser of the Forward Purchase Units hereunder Securities is not, and is not intended to be, part of the IPO, and that the such Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase UnitsSecurities.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Units to the Purchaser have not been, and will not be, Option Shares 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 Units 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 Units 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 Unitsclass 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 terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of any Option Shares shall be made unless and until (i) there is at the time of exercise of the option in effect a registration statement under the Act, or any Class A Shares which (ii) Employee shall have notified 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 Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Units, 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 Units 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 UnitsOption 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 Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Units Shares to the Additional Forward Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 Units.Securities. (b)

Restricted Securities. The Purchaser Seller understands that the offer Buyer Closing Shares and, when and sale of if issued, the Forward Purchase Units to the Purchaser Buyer Holdback Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSeller’s representations as expressed hereinin this Article II. The Purchaser Seller understands that (a) the Forward Purchase Units 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 Units 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 Units, Buyer Closing Shares or any Class A the Buyer Holdback Shares which the Forward Purchase Units may be converted into or exercised for, for resale, 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 UnitsBuyer 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 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands Purchasers understand that the offer and sale of the Forward Purchase Units Securities to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units they may be converted into or exercised forinto, 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 UnitsSecurities, 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 Units 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer offering and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares equity securities into which the Forward Purchase Units they may be converted into or exercised forconverted, 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser Pixorial understands that the offer and sale of the Forward Purchase Units to the Purchaser Shares 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration RightsShares. 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 Units, 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 Units 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 Unitsrestriction as soon as reasonably possible.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, 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 UnitsShares, 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 Units 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 UnitsShares.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resaleShares, 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 UnitsShares, 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 Units 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 UnitsShares.

Restricted Securities. The Purchaser Sponsor understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, Securities 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities, Class B Shares and Private Placement Warrants to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, Class B Shares, Private Placement Warrants or any Class A Shares which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities, Class B Shares and Private Placement Warrants.

Restricted Securities. The Purchaser understands that the offer Units (and, if applicable, the Warrants and sale of the Forward Purchase Common Units to the Purchaser 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 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 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 UnitsUnits (and, if applicable, the Warrants and the Common Units for which such Warrants are exercisable) for resale except as set forth in the Operating Agreement or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration RightsRRA. 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 UnitsUnits (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 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 Units.

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 Units conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the Purchaser have public about the Company. Such information is not beennow 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 will understands the resale limitations imposed by Rule 144 under the 1933 Act. Investor acknowledges that the Note has 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 Units 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 Units 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 Units, or offer at any Class A Shares which time. Investor represents and warrants that all representations made by Investor hereunder are true and correct in all material respects as of the Forward Purchase Units may be converted into or exercised for, date of execution hereof: and Investor further agrees that until the closing on the Note subscribed 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 Units, 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 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 Unitsrepresentations provided by Investor herein.

Restricted Securities. The Each Purchaser understands that the offer and sale of the Forward Purchase Units to the such Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, Securities 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 UnitsSecurities, 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 Units 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 Units.Securities. (b)

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

Restricted Securities. The Purchaser Holder understands that neither this Warrant nor the offer and sale of the Forward Purchase Units to the Purchaser Warrant Shares 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, provided by Regulation D under the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinSecurities Act. The Purchaser Holder understands that the Forward Purchase Units Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Forward Purchase Units Warrant or the Warrant Shares indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges Holder understands that this Warrant and the Company has no obligation to register Warrant Shares and any securities issued in respect of or qualify exchange for such securities, may bear one or all of the Forward Purchase Unitsfollowing legends (in substantially the form set forth below): “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or AS AMENDED (THE “SECURITIES ACT”), 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.” and, any Class A Shares which legend required by the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant securities laws of any state 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 Units, and requirements relating extent such laws are applicable to the Company which are outside of Securities represented by 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 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 Unitscertificate so legended.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Units to the Purchaser have not been, and will not be, Option Shares 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 Units 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 Units 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 Unitsclass 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 terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of any Option Shares shall be made unless and until (i) there is at the time of exercise of the option in effect a registration statement under the Act, or any Class A Shares which (ii) Employee shall have notified 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 Company of a proposed Option disposition and manner of sale, the holding period for the Forward Purchase Units, 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 Units 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 UnitsOption Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the Act, the Exchange Act, and the rules and regulations promulgated thereunder.

Restricted Securities. The Such Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the such Purchaser have 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 Units are 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 Units 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 Units, or any Class A Shares shares of HighPeak Energy Common Stock for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any shares of Class A Shares Common Stock which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities and securities issuable upon exercise of the Forward Purchase Warrants to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which Securities and securities issuable upon exercise of the Forward Purchase Units may be converted into or exercised for, 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 UnitsSecurities 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 Units 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 UnitsBusiness Combination and may not be available for resale transactions after the Business Combination.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsSecurities, 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 Units 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 UnitsAct.

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

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

Restricted Securities. The Purchaser understands that the offer Purchased Shares, the Purchased Warrant and sale of the Forward Purchase Units to the Purchaser Warrant Shares 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 Units Purchased Shares, the Purchased Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Units Purchased Shares, the Purchased Warrant and the Warrant Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase UnitsPurchased Shares, the Conversion Shares, the Purchased Warrant or any Class A the Warrant Shares which for resale except as set forth in the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration RightsShareholders’ 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 UnitsPurchased Shares, the Purchased Warrant or the Warrant 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 SEC. The Purchaser understands that the Company’s offering of the Forward Purchase Units hereunder is not, and Series D-1 Preferred Shares under this Agreement is not intended to be, be part of the IPOpublic offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase UnitsAct.

Restricted Securities. The Purchaser Subscriber understands that the offer and sale of the Forward Purchase Units to the Purchaser T1 [Shares] [Pre-Funded Warrants] have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserSubscriber’s representations as expressed herein. The Purchaser Subscriber understands that that, in addition to the Forward Purchase Units restrictions applicable to the T1 [Shares] [Pre-Funded Warrants] under this Agreement, the T1 [Shares] [Pre-Funded Warrants] are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Subscriber must hold the Forward Purchase Units T1 [Shares] [Pre-Funded Warrants] indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Subscriber acknowledges that the Company has no obligation to register or qualify the Forward Purchase Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, T1 [Shares] [Pre-Funded Warrants] for resale, except pursuant to the Registration Rights. The Purchaser Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase UnitsT1 [Shares] [Pre-Funded Warrants], and on requirements relating to the Company which are outside of the PurchaserSubscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser Subscriber understands that the offering no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Forward Purchase 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 UnitsT1 [Shares] [Pre-Funded Warrants].

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, or any Class A Shares into which the Forward Purchase Units 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 UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 UnitsShares, or any Class A Shares shares of Common Stock for which the Forward Purchase Units they may be converted into or exercised forexercised, 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 UnitsShares, 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 Units Shares and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the PubCo Forward Purchase Units to the Purchaser 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 Units 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 Units 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 UnitsSecurities, or any PubCo Class A Shares into which the Forward Purchase Units they may be converted into or exercised for, for resale, except pursuant to the registration rights agreement, to be entered into by PubCo, the Purchaser and the other parties thereto in connection with the transactions contemplated by the Business Combination Agreement (the “Registration RightsRights Agreement”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the PubCo Forward Purchase UnitsSecurities, 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Sharses to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resaleShares, 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 UnitsShares, 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 Units 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 UnitsShares.

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 Units to the Purchaser have not been, and will not be, 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 Units are “restricted securities” under applicable U.S. federal and state securities laws and thatand, pursuant to these lawstherefore, the Purchaser must hold the Forward Purchase Units 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. The Investor acknowledges that the Company has is under no obligation to register or qualify the Forward Purchase UnitsShares and/or Underlying Shares under the Securities Act or under any state or foreign securities law, or to assist the Investor in complying with 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 Units, 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 satisfyqualification. 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 Units hereunder is not, Shares 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 Unitsbear appropriate legends restricting their transfer.

Restricted Securities. The Purchaser GPC understands that the offer and sale of the Forward Purchase Units to the Purchaser NEOTHERAPEUTICS Shares 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 PurchaserGPC’s representations as expressed herein. The Purchaser GPC understands that the Forward Purchase Units 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 Units 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 Units, or any Class A NEOTHERAPEUTICS Shares which the Forward Purchase Units may be converted into or exercised for, for resale, 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 UnitsNEOTHERAPEUTICS Shares, and on requirements relating to the Company NEOTHERAPEUTICS which are outside of the PurchaserGPC’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 Units 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 Unitsextent not inconsistent therewith.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Units to the Purchaser have not been, and will not be, Option Shares are currently registered under the Securities Act of 1933, as amended (the “Act”), the Georgia Securities Act of 1973, as amended (the “Georgia 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 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 Units 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 Units 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 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 Unitsclass 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 unless the terms and 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 any Class A Shares which (ii) Employee shall have notified 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 Company of a proposed Grant of Non-Qualified Stock Option disposition and manner of sale, the holding period for the Forward Purchase Units, 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 an officer of the Forward Purchase Units hereunder is notCompany, and is not intended any sales of Option Shares will be subject to be, part of the IPO, and that the Purchaser will not be able 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, and rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Forward Purchase UnitsOption Shares shall be made only in compliance with the Act, the Exchange Act, and the above-referenced rules and regulations.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares 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 UnitsShares, 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 Units hereunder Shares 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 UnitsShares.

Restricted Securities. The Purchaser Lender understands that the offer Warrants and sale of the Forward Purchase Units to the Purchaser Warrant Shares have 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 Lender’ representations as expressed herein. The Purchaser Lender understands that the Forward Purchase Units Warrants and Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Lender must hold the Forward Purchase Units Warrants or Warrant Shares indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Lender acknowledges that the Company Borrower has no obligation to register or qualify the Forward Purchase Units, Warrants or any Class A Warrant Shares which the Forward Purchase Units for resale except as may be converted into or exercised for, for resale, except pursuant to the Registration Rightsspecifically set forth herein. The Purchaser Lender 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 UnitsWarrants and Warrant Shares, and on requirements relating to the Company Borrower which are outside of the Purchaser’s Lender’ control, and such as the Borrower’s timely filing of periodic reports in accordance with the Exchange Act, which the Company Borrower is under no obligation to and may not be able to satisfy. The Purchaser acknowledges that Subject to the Company filed foregoing, nothing contained herein shall be deemed a representation or warranty by the Registration Statement Lender to hold the Warrants or Warrant Shares for the IPO with the SEC. The Purchaser understands that the offering any period of the Forward Purchase 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 Unitstime.

Restricted Securities. The Purchaser understands Each of the Partnership and its General Partner acknowledges and agrees that the offer and sale of the Forward Purchase Units to the Purchaser Transfer Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations by the Partnership and its General Partner as expressed herein. The Purchaser understands Such Transfer Shares may also be transferred in reliance upon the exemptions from registration contained in comparable exemptions contained in the securities laws of other jurisdictions to the extent applicable (the “State Acts”), and that the Forward Purchase Units are “transfer of such Transfer Shares may be restricted securities” or limited as a condition to the availability of such exemptions. The Transfer Shares may be offered for sale, sold, pledged, hypothecated, disposed of or otherwise transferred only if there is a registration statement under applicable U.S. federal the Securities Act in effect with respect to such securities and state securities laws and that, pursuant to these lawsregistration under any applicable State Acts covering such Transfer Shares; or in the absence of such registration, only in reliance upon an opinion of counsel satisfactory to the Company, to the effect that registration is not required under the Securities Act or under any applicable State Acts. Any attempt by the Partnership or its General Partner, directly or indirectly, to offer, sell, pledge, hypothecate, dispose of or otherwise transfer the Transfer Shares or any economic or voting rights relating thereto, including without limitation, by distributions from the Partnership, without complying with the provisions of this Joinder Agreement, the Purchaser must hold Stockholders’ Agreement, the Forward Purchase Units indefinitely unless they are registered with 1998 Agreement, the SEC Accession Agreement, any lock-up agreement to which the Transfer Shares may from time to time be subject and qualified by state authorities, or an exemption from such registration applicable law shall be void and qualification requirements is availableof no effect. The Purchaser Each certificate evidencing the Transfer Shares shall bear the appropriate restrictive legends set forth in subsection (f) below. Each of the Partnership and its General Partner acknowledges that the Company has no obligation to register or qualify the Forward Purchase UnitsTransfer Shares or any other Shares, or the Common Stock into which any Class A such other Shares which the Forward Purchase Units may be converted into or exercised forconverted, for resale, resale except pursuant to as set forth in the Registration RightsStockholders’ Agreement. The Purchaser Each of the Partnership and its General Partner 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 UnitsTransfer Shares, and on requirements relating to the Company which are outside of the Purchaser’s controlcontrol of the Partnership and its General Partner, 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 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 Units.PARTNERSHIP JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

Restricted Securities. The Purchaser Employee recognizes and understands that this Option and the offer and sale of the Forward Purchase Units to the Purchaser have not been, and will not be, Option Shares 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 Units 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 Units 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 Unitsclass 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 terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of any Option Shares shall be made unless and until (i) there is 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 shall have furnished to the Company a detailed statement of the circumstances surrounding such disposition, together with, if requested by the Company, 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, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to the Registration Rightsother state securities laws. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may Company shall be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Units, 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 permit such transfer or disposition on its stock transfer books unless counsel for the Company filed shall concur as to such matters. Employee recognizes and understands that as long as Employee remains a designated Section 16 Officer (meaning an “officer” as defined in Rule 16a-1(f) under the Registration Statement Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company, and for up to six months thereafter, any sales of Option Shares will be subject to Section 16 of the IPO Exchange Act and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Option Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the SEC. The Purchaser understands that Act, the offering of the Forward Purchase Units 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 Unitsregulations promulgated thereunder.

Restricted Securities. The Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Units Shares to the Additional Forward Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except pursuant to as provided in the Registration RightsRights Agreement dated as of September 29, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Convertible Notes to the Purchaser 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 Units Convertible Notes and any Underlying Shares issued upon conversion of the Convertible Notes 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 Units Convertible Notes and any Underlying Shares issued upon conversion of the Convertible Notes indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Units, Convertible Notes or any Class A the Underlying Shares which issued upon conversion of the Forward Purchase Units may be converted into or exercised forConvertible Note, 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 UnitsConvertible Notes and the Underlying Shares, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Units Convertible Notes 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 UnitsConvertible Notes.

Restricted Securities. The Purchaser Each Investor and Holder understands that the offer and sale of the Forward Purchase Units to the Purchaser Securities have not been, and will not be, been registered under the Securities Act, or any state securities law, by reason of their issuance in a specific exemption transaction 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 Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these such laws, the Purchaser and that such Securities must hold the Forward Purchase Units be held indefinitely unless they are subsequently 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 Units, 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 Units, 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 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 and such laws or a subsequent disposition thereof is exempt from registration. The certificates for the Securities to be issued hereunder shall bear a legend in substantially the form set forth below as well as any other legends required by applicable law, and such Investor and Holder covenants that he or it shall not transfer the Securities represented by any such certificate without complying with respect to the restrictions on transfer described in the legends endorsed on such offering of the Forward Purchase Unitscertificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer Option Shares are currently registered, under the Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of 1973, as amended (the "Georgia Act"), but may not remain so registered and sale are not registered under any other state securities law. Any transfer of the Forward Purchase Units to the Purchaser have not beenoption (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be, be recognized by the Company unless such transfer is registered under the Securities 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 Units 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 Units 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 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 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 Unitsclass 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 unless the terms and 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 any Class A Shares which (ii) Employee shall have notified 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 Company of a proposed disposition and manner of sale, the holding period for the Forward Purchase Units, 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 SEC. The Purchaser understands that the offering of the Forward Purchase 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 shall concur as to such offering of the Forward Purchase Unitsmatters.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, 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 UnitsSecurities 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 Units 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 UnitsSecurities.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Units are “restricted securities” under applicable U.S. federal and state securities laws Securities Laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Units Securities indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Units, Securities or any Class A Shares which Common Stock underlying the Forward Purchase Units may be converted into or exercised for, Securities for resale, except pursuant from and after the Closing Date and until eighteen (18) months after the Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company will at each such time give prompt written notice to Purchaser of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Purchaser made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Purchaser and the intended method of disposition thereof), the Company will, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Investments and/or Purchaser, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Purchaser, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Rights. The Purchaser further acknowledges Statement to a lesser amount which equals the maximum number of Registrable Securities 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 Units, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation permitted to register in an “at the market offering”; and may not be able provided, further, that if, at any time after giving written notice of its intention to satisfy. The Purchaser acknowledges that register any Registrable Securities and prior to the Company filed effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination and/or the Purchaser and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the IPO with same period as the SECdelay in registering such other securities. The If Purchaser understands that the offering of the Forward Purchase Units hereunder is not, and is not intended to be, shall have transferred all or part of its Registrable Securities, then for purposes of this Section, the IPO, and that the term “Purchaser” shall reference Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to and/or such offering of the Forward Purchase Unitstransferee(s).

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 Units conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the Purchaser have public about the Company. Such information is not beennow available and the Company has no present plans to make such infonnation available. In this connection, Investor represents that he/she/it is familiar with and will understands the resale limitations imposed by Rule 144 under the 1933 Act. Investor acknowledges that the Note has not be, been registered under the Securities Act, Act by reason of a specific claimed exemption from llllder the registration provisions of the Securities Act which depends uponthat depends, among other thingsin part, upon his investment intention. Investor understands that, if the bona fide nature Note is sold in the United States or to United States residents, it is the position of the investment SEC that the statutory basis for such exemption would not be present if his/ her/its representation merely meant that his/her/its present intention was to hold the Note for a short period, for a deferred sale, for a market rise, or for any other fixed period. Investor realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his/ her/its representation to the Company, and the accuracy SEC might regard such a sale, transfer, or other disposition as a deferred sale for which the exemption is not available. Investor agrees that the Company may, if it desires, permit the transfer of the Purchaser’s representations Note by Investor out of his/ her/its name only when his or ber request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer, or disposition does not result in a violation of the Act or any applicable state or province "blue sky" laws (collectively "S ecurities Laws.") Investor agrees to hold the Company and its directors, officers, controlling persons, and their respective heirs, representatives, successors and assigns harmless to indemnify them against all liabilities, costs and expenses incurred by them as expressed a result of any sale, transfer, or disposition of the Note by the undersigned Investor in violation of any Securities Laws or misrepresentation herein. The Purchaser understands Investor acknowledges and agrees that the Forward Purchase Units 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 Units 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 Units, or offer at any Class A Shares which time. Investor represents and warrants that all representations made by Investor hereunder are true and correct in all material respects as of the Forward Purchase Units may be converted into or exercised for, date of execution hereof: and Investor further agrees that until the closing on the Note subscribed 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 Units, 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 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 Unitsrepresentations provided by Investor herein.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Securities to the Purchaser have 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 Units 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 Units 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 UnitsSecurities, 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 UnitsSecurities, 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 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 Units.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units Shares to the Purchaser have 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 Units 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 Units 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 Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, 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 UnitsShares, 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 Units Shares and transactions contemplated hereunder is not, are not and is are not intended to be, be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase UnitsAct.

Restricted Securities. The Purchaser understands that the offer NeoGene Securities and sale of the Forward Purchase Units to the Purchaser NeoTherapeutics Securities have not been, and will not be, prior to issuance, registered under the Securities Act, by reason of and will be issued pursuant to a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Forward Purchase Units NeoGene Securities and the NeoTherapeutics Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Units such securities indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company NeoGene has no obligation to register or qualify the Forward Purchase Units, NeoGene Securities for resale except as set forth in the NeoGene Rights Agreement and NeoTherapeutics has no obligation to register or any Class A Shares which qualify the Forward Purchase Units may be converted into or exercised for, NeoTherapeutics Securities for resale, resale except pursuant to as set forth in the Registration RightsNeoTherapeutics 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 UnitsNeoGene Securities or the NeoTherapeutics Securities, and on requirements relating to the Company NeoGene or NeoTherapeutics which are outside of the Purchaser’s 's control, and which the Company which, except as otherwise set forth herein, NeoGene or NeoTherapeutics is under no obligation and may not be able to satisfy. The Purchaser acknowledges that each of NeoGene and NeoTherapeutics will make a notation on its stock books regarding the Company filed restrictions on transfers set forth in this Section 4 and will transfer securities on their books only to the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Units hereunder is not, and is extent 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 Unitsinconsistent therewith.

Restricted Securities. ‌ The Purchaser understands Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Without limiting the generality of the foregoing: (a) a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or the ASX; (b) if the Restricted Securities are in the same class as quoted Securities, the holder will be taken to have agreed in writing that the offer Restricted Securities are to be kept on the Company’s issuer sponsored subregister and sale are to have a Holding Lock applied for the duration of the Forward Purchase Units escrow period applicable to the Purchaser 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 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 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 those Restricted Securities; (c) the Company has no obligation will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or qualify the Forward Purchase Units, 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 ASX; (d) a holder of sale, the holding period for the Forward Purchase Units, 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 Units hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser Restricted Securities will not be able entitled to rely participate in any return of capital on those Restricted Securities during the protection escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or the ASX; and (e) if a holder of Section 11 Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities Act with respect to such offering of for so long as the Forward Purchase Unitsbreach continues. In this clause 14.7, “Dispose”, “Disposal”, “Holding Lock”, and “Restriction Deed” have the meaning given in the Listing Rules.

Restricted Securities. The Purchaser understands Purchasers understand that the offer and sale of the Forward Purchase Units Shares to the Purchaser 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 Units Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Purchasers must hold the Forward Purchase Units 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 Purchasers acknowledge that the Company has no obligation to register or qualify the Forward Purchase Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, 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 UnitsShares, 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 Units hereunder Shares 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 UnitsAct.

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser have 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 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 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 Units, or any Class A Shares into 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 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 intends to confidentially submit the draft Registration Statement for the its proposed IPO with to the SEC. The Purchaser understands that the offering of the Forward Purchase 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 Units.

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

Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser 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 Shares are characterized as expressed herein. The Purchaser understands that the Forward Purchase Units are “restricted securities” under applicable the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities as may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser hereby covenants with the Company not to make any sale of the Shares except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws laws. Any transfer or purported transfer of the Shares in violation of this Section 5.2 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 5.2. The Company may, and thatmay instruct any transfer agent for the Company to, pursuant place such stop transfer orders as may be required on the transfer books of the Company in order to these laws, the Purchaser must hold the Forward Purchase Units indefinitely unless they are registered ensure compliance with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableprovisions of this Section 5.2. The Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of counsel, determines that, subject to the limitations of Section 7.2, it must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has no obligation to register or qualify filed an appropriate report with the Forward Purchase Units, or any Class A Shares which the Forward Purchase Units may be converted into or exercised for, for resale, except Commission pursuant to the Registration RightsExchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. 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 Units, and requirements relating covenants to notify the Company which are outside promptly 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 sale of the Forward Purchase Units hereunder is not, and is not intended to be, part all 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 Unitsits Shares.

Restricted Securities. The Purchaser LCO understands and acknowledges that the offer and sale of the Forward Purchase Units to the Purchaser Shares 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 Units 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 Units 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. LCO agrees that it will not resell any Shares 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 Shares, LCO 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 Shares and any security underlying or qualify the Forward Purchase Units, or into which 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 Units, and requirements relating to the Company which are outside of the Purchaser’s controlShares are or will be convertible, and which the Company is under no obligation and may not be able to satisfylegend 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. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SECTHESE 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 Purchaser understands that the offering of the Forward Purchase Units hereunder is notTHE 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, and is not intended to beSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, 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 UnitsTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Securities. The Purchaser Employee recognizes and understands that this option and the offer and sale of the Forward Purchase Units to the Purchaser Option Shares have not been, been and will may not be, be in the 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 Company unless such transfer is registered under the Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponGeorgia Act, among and any other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Units 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 Units 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 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 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 Unitsclass 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 provision for adequate information concerning the obligation to recognize any transfer or sale of any Option Shares unless the terms and 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 Ct, and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement, or any Class A Shares which (ii) Employee shall have notified 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 Company of a proposed disposition and manner of sale, the holding period for the Forward Purchase Units, 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 SEC. The Purchaser understands that the offering of the Forward Purchase 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 shall concur as to such offering of the Forward Purchase Unitsmatters.