Common use of Restricted Securities Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Seller understands that the offer offering and sale of the Merger Shares in the Merger is intended to be exempt from registration under the Securities to Act by virtue of Section 4(2) of the Purchaser has not been Securities Act and will not be registered Regulation D 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 Seller understands that the Securities Merger Shares are and will remain “restricted securities” under the federal securities laws because they will be acquired from Calavo in a transaction not involving a public offering. The Seller understands the resale limitations imposed by the Securities Act and is familiar with Rule 144 under the Securities Act and the conditions which must be met in order for Rule 144 to be available for the public resale of “restricted securities.” The Seller understands that: (i) the Merger Shares have not been registered or qualified under the Securities Act or the securities laws of California, Delaware or any other state, and neither the SEC nor any state or other regulatory authority has made any recommendation or finding concerning the value of the Merger Shares; (ii) there is no assurance that the Seller will be able to sell the Merger Shares at a purchase price that the Seller deems reasonable; (iii) the Merger Shares may be offered, sold or otherwise transferred by the Seller only if the transaction is registered and qualified under the applicable U.S. provisions of federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption if exemptions from such registration and qualification requirements are available; (iv) the satisfaction of these securities registration exemptions is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time Seller’s responsibility; and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company (v) Calavo is under no obligation and may not be able to satisfy. The Purchaser acknowledges that assist the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPOSeller in satisfying these exemptions, and that Calavo does not intend to register any subsequent transaction by the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunderSeller under applicable federal and state securities laws.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Investor understands that the offer Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and sale of that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with the limitations on resale imposed by the Act. The Investor understands that the Securities to the Purchaser has have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus the Investor will not be able to resell or otherwise transfer its Securities Act, by reason of in a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely public market unless they are registered with under the SEC Act and registered or qualified by under applicable state authoritiessecurities laws, or unless an exemption from such registration or qualification under the Act and qualification requirements state securities laws is available. The Purchaser acknowledges Investor agrees that if the Investor continues to hold a controlling interests of the Company at such time, then if the Company desires to register any of its securities under the Act (except on Form S-4 or S-8 or equivalent forms), then the Investor shall request from the persons who will be issued securities under the proposed registration statement or whose securities will be covered for resale thereunder (the "Covered Persons"), that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from Noteholders be granted piggyback registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act rights with respect to the common stock to be issued to the Noteholders in connection with the transactions contemplated by this Agreement and to use its purchase best efforts to cause the Company to grant such registration rights if all of Securities hereundersuch Covered Persons shall consent thereto. Neither the Investor nor the Company shall have any liability to any Noteholders if one or more of the Covered Persons shall not consent to the the granting of registration rights to the Noteholders as provided herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

Restricted Securities. The Purchaser Holder understands that neither the offer and sale of Exchange Notes nor the Securities to the Purchaser has not Underlying Common Stock have been and will not be registered under the Securities Act, and are being issued hereunder by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Securities Exchange Notes (and the Underlying Common Stock) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Securities Exchange Notes (and the Underlying Common Stock) indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser 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 SecuritiesExchange Notes (and the Underlying Common Stock), and on requirements relating to the Company which are may be outside of the PurchaserHolder’s control, and which which, except as set forth in the Registration Rights Agreement, the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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

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

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

Restricted Securities. (1) The Purchaser understands that the offer and sale of the Securities to the Purchaser has Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights AgreementShares for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesShares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the this offering of Securities and transactions contemplated hereunder are not and are is not intended to be part of the IPOpublic offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act. (2) Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with respect Rule 144 and Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to its purchase 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 Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of Securities hereunderanother exemption from such registration requirement. (3) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

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

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

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

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

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

Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has Holdings Common Shares have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities Holdings Common Shares are “restricted securities” under applicable U.S. federal and state securities laws Laws and that, pursuant to these lawsLaws, the Purchaser must hold the Securities Holdings Common Shares indefinitely unless they are registered with the SEC Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities Holdings Common Shares, or any other securities that may be held by Purchaser, for resale except pursuant as set forth in (a) the Investor Rights Agreement to be entered into concurrently with the Closing (as defined in the Merger Agreement), by and among the Company and certain equityholders of the Company, (b) the Registration Rights Agreement to be entered into substantially concurrently with the Closing (as defined in the Merger Agreement) by and among the Company, Parent and certain subscribers for equity of Parent and (c) the Registration Rights Agreement, entered into as of November 15, 2020, by and among Purecycle and certain holders of the Convertible Notes. 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 SecuritiesHoldings Common Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Restricted Securities. The Purchaser Investor understands that the offer Shares and sale of Underlying Shares (collectively, the Securities to the Purchaser has “Securities”) have not been and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the 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 Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further Investor acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, Section 6 of this Agreement, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is not under no obligation an obligation, and may not be able able, to satisfy. The Purchaser acknowledges Investor understands that Rule 144(i) will apply to the Company has confidentially submitted the Registration Statement for its proposed IPOSecurities. The Purchaser Investor understands that the offering Securities will bear the legend as required in Section 6(b) and any legend required by the securities laws of Securities and transactions contemplated hereunder any state to the extent such laws are not and are not intended applicable to be part the Securities. The Investor further understands that the Certificate of Designations contains certain restrictions on transfer of the IPOShares. The Investor understands that it has been advised to consult legal, tax and that the Purchaser will not be able accounting counsel prior to rely on the protection making any offer, resale, transfer, pledge or other disposition of Section 11 any of the Securities Act with respect to its purchase of Securities hereunderSecurities.

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

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

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

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

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

Restricted Securities. The Purchaser Seller understands that the offer and sale of the Buyer Securities to the Purchaser has have not been been, and will not be be, registered under the Securities Act, by reason of a specific exemption exemptions from the registration 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 the Buyer Securities are “restricted securities” under applicable U.S. federal and state securities laws Laws and that, pursuant to these laws, the Purchaser Seller must hold the Buyer Securities indefinitely unless they are registered with the SEC under the Securities Act and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Seller acknowledges that none of EIG Holdings or the Company has no Buyers have any obligation to register or qualify the Buyer Securities except pursuant to the Registration Rights Agreementfor resale. The Purchaser Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Buyer Securities, and on requirements relating to the Company EIG Holdings which are outside of the PurchaserSeller’s control, and which the Company EIG Holdings is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

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

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