Common use of Transfer Clause in Contracts

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Purchaser’s rights Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and obligations hereunder (including agrees to the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, attorneys mentioned in whole or in partSchedule “1”, to one or more affiliates prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser (each signing and submitting such transfereeform to SARS for which preparation, a “Transferee”). Upon any such assignment:completion, signature and submission this Agreement shall be sufficient authority. (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form 11.4 Transfer of the Purchaser’s signature page hereto Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (the “Joinder Agreement”if applicable), which in respect of such transfer, shall reflect be borne by the number Purchaser including all expenses and legal costs incidental to the preparation and registration of Forward Purchase Units any mortgage bond to be purchased by such Transferee (finance institution approving the “Transferee Securities”), and, upon such execution, such Transferee shall have all finance. 11.5 In the same rights and obligations event of the Purchaser hereunder failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with respect signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the Transferee Securities, mortgage bond documentation or ancillary documentation is satisfactorily completed (and references herein to the “Purchaser” widest possible interpretation shall be deemed to refer to and include any such Transferee with used in respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transfereeterms hereof), as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” then ipso facto on the Purchaser’s signature page hereto to reflect 8th (eighth) day after such reduced number of Forward Purchase Unitsrequest, and the Purchaser shall be fully pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and unconditionally released accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from its obligation to purchase such Transferee Securities hereunder. For the avoidance date of doubt, acceptance of this Agreement need not be amended by the Seller and restated to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each terms of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesFICA.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). Upon any such assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to subscribe for and purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. 9.1 Without prior written consent of the Pledgee, the Pledgor shall not transfer or delegate its rights and obligations hereunder. 9.2 The Pledgor and Party C agree that, without contravening the Laws of China at the time, after the Pledgee notifies the Pledgor and Party C, the Pledgee may delegate or transfer to any third party in any manner and on any terms and conditions (including the right to re-delegate) as it deems appropriate, any right it may exercise hereunder, the Transaction Agreements and other security documents. 9.3 This Agreement shall be binding upon the Pledgor and Party C and their respective successors and permitted transferees (if any), and shall be valid for the Pledgee and each of its successors and transferees. 9.4 At any time when the Pledgee transfers any and all of the Purchaser’s its rights and obligations hereunder under the Transaction Agreements to the party (including natural person/legal person) designated by it, the Purchaser’s obligation to purchase transferee shall enjoy and assume the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Pledgee hereunder with respect as if it were the original party to this Agreement. When the Transferee SecuritiesPledgee transfers the rights and obligations under the Transaction Agreements, and references herein to at the “Purchaser” request of the Pledgee, the Pledgor and/or Party C shall be deemed to refer to and include any such Transferee with respect sign relevant agreement or other documents related to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements transfer. 9.5 If the Pledgee changes as a result of the Purchaser and any such Transferee shall be several and not joint and shall be made as to transfer of the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Transaction Agreements and/or this Agreement, the number Pledgor and Party C shall, at the request of Forward Purchase Units to be purchased the Pledgee, sign a new equity interest pledge agreement with the new pledgee on the pledged Equity on the same terms and conditions as this Agreement and apply for corresponding pledge registration. 9.6 The Pledgor shall strictly abide by the Purchaser hereunder shall be reduced provisions of this Agreement and other contracts jointly or separately signed by the total number Parties hereto or by any of Forward Purchase Units to be purchased them, including the Transaction Agreements, perform its obligations under this Agreement and other contracts (including the Transaction Agreements), and shall not perform any act/omission that may affect their validity and enforceability. Unless instructed in writing by the applicable Transferee pursuant to Pledgee, the applicable Joinder Agreement, which reduction Pledgor shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated exercise any remaining rights in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each respect of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesEquity pledged hereunder.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to a Forward Contract Party or one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Transferee Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Transferee Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Transferee Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A and Schedule B to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and Schedule B and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total purchase price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Purchaser’s rights property shall be passed by the nominated attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of clause 11.1. 11.3 The Purchaser hereby specifically authorises and obligations hereunder (including agrees to the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, attorneys mentioned in whole or in partSchedule “1”, to one or more affiliates prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser (each signing and submitting such transfereeform to SARS for which preparation, a “Transferee”). Upon any such assignment:completion, signature and submission this Agreement shall be sufficient authority. (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form 11.4 Transfer of the Purchaser’s signature page hereto property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT or transfer duties (the “Joinder Agreement”whichever is applicable), which in respect of such transfer, shall reflect be borne by the number Purchaser including all expenses and legal costs incidental to the preparation and registration of Forward Purchase Units to be purchased by such Transferee (any mortgage bond in favour of the “Transferee Securities”), and, upon such execution, such Transferee shall have all financial institution approving the same rights and obligations finance. 11.5 In the event of the Purchaser hereunder failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with respect signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the Transferee Securities, mortgage bond documentation or ancillary documentation is satisfactorily completed (and references herein to the “Purchaser” widest possible interpretation shall be deemed to refer to and include any such Transferee with used in respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transfereeterms hereof), as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” then ipso facto on the Purchaser’s signature page hereto to reflect 8th (eighth) day after such reduced number of Forward Purchase Unitsrequest, and the Purchaser shall be fully pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and unconditionally released accordingly undertakes to comply with all the FICA requirements as set out in Schedule "6" annexed hereto within 7 (seven) days from its obligation to purchase such Transferee Securities hereunder. For the avoidance date of doubt, acceptance of this Agreement need not be amended by the Seller and restated to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each terms of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesFICA.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates Affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and Company. In connection with any such Transferee shall be several and not joint and shall be made as transfer of this Warrant or the resale of the Warrant Stock pursuant to the Purchaser Rule 144 or any such Transferee, as applicable, as other than pursuant to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementan effective registration statement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder Holder or transferee shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and compensate the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated reasonable expenses incurred in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any connection with effectuating such transfer of Transferee Securitiesor resale.

Transfer. This Agreement The Warrants shall not be transferrable by the Holder, except with the prior written consent of the Corporation. Notwithstanding the foregoing, the Holder may assign and transfer all of its rights, benefits, duties and obligations under this Certificate in their entirety, without the consent of the Corporation, to an Affiliate of the Holder; provided that no such assignment shall relieve the Holder of any of its obligations hereunder. The Corporation may not transfer all or any interest in this Warrant Certificate, except as explicitly set forth in Section 4 and 5 of this Warrant Certificate. Any Transfer of the Warrants and all rights hereunder, in accordance with the foregoing provisions, shall be registered on the books of the Purchaser’s rights Corporation to be maintained for such purpose, upon surrender of this Warrant Certificate at the principal office of the Corporation or the office or agency designated by the Corporation pursuant to Section 14.2, together with a written assignment of the Warrants substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and obligations hereunder (including funds sufficient to pay any transfer taxes payable upon the Purchaser’s obligation making of such Transfer. Upon such surrender and, if required, such payment, the Corporation shall execute and deliver a new Warrant Certificate in the name of the assignee or assignees and in the denomination specified in such instrument of assignment and shall issue to purchase the Forward Purchase Units) assignor a new Warrant Certificate evidencing the number of Warrants not so assigned, and this Warrant Certificate shall promptly be cancelled. Following a Transfer that complies with the requirements of this Section 3.1, the Warrants may be transferred exercised by a new Holder for the purchase of Warrant Shares regardless of whether the Corporation issued or assignedregistered a new Warrant Certificate on the books of the Corporation. The Warrants are, at and Warrant Shares will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and, if in the future the Holder decides to offer, resell, pledge or otherwise transfer such securities, it will do so only (a) to the Corporation; (b) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with applicable local laws and regulations; (c) in compliance with (i) Rule 144A under the U.S. Securities Act, if available, to a Person the seller reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the U.S. Securities Act) that is purchasing for its own account or for the account of one or more "qualified institutional buyers" and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance upon Rule 144A under the U.S. Securities Act, or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with any time and applicable state Securities Laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state Securities Laws of the United States, after (A) in the case of proposed transfers pursuant to (b) above, providing to Computershare Investor Services Inc., as transfer agent for the Corporation, (i) a declaration in the form that Computershare Investor Services Inc., as transfer agent for the Corporation, may reasonably prescribe from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution if required by Computershare Investor Services Inc., as transfer agent for the Corporation, an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, or other evidence satisfactory to the Corporation, that the proposed transfer may be effected without registration under the U.S. Securities Act, and delivery (B) in the case of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee proposed transfers pursuant to (c)(ii) or (d) above, providing to Computershare Investor Services Inc., as transfer agent for the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsCorporation, and to the Purchaser shall Corporation, an opinion of counsel of recognized standing reasonably satisfactory to the Corporation, to the effect that the proposed transfer may be fully and unconditionally released from its obligation to purchase such Transferee effected without registration under the U.S. Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesAct.

Transfer. This Agreement 8.1. Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts, such as the whole of the deposit amount including the agreed commission amount plus 15% VAT including the transferring attorney’s fees and disbursements, for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 8.2. Transfer of the Sale Object shall be passed by the transferring attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub-clause. 8.3. The Purchaser hereby specifically authorises and agrees to the transferring attorneys mentioned in Schedule “2”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Sale Object for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 8.4. Transfer of the Sale Object shall be effected by the transferring attorneys as mentioned in Schedule “2” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond, if applicable, to finance institution approving the finance as well as the nominated bond attorneys. 8.5. In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the transferring attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Agent will be mandated to signed any al all documentation necessary on behalf of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates ensure the transfer of Sale Object into the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form name of the Purchaser’s signature page hereto . The Purchaser will forthwith and as a result of his/her/its failure, become liable to the Seller in respect of penalty interest on any amount outstanding (at the “Joinder Agreement”time applicable), at the rate of 02% (two percent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 8.6. The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements, as requested from it by the transferring attorneys (as well as the nominated bond attorneys) within 7 (seven) days from date of acceptance of this Agreement and to supply the transferring attorneys all information and documentation required by the them to enable them to fulfil their obligations in terms of FICA. 8.7. The Seller herewith irrevocably appoints and instructs the agent (or its duly authorised and/or nominated representative) to do all things and sign all things necessary, to obtain the Certificate of Compliance (‘COC’) and municipal rates clearance certificate which shall reflect may include the number appointment and payment of Forward Purchase Units to be purchased by such Transferee a qualified electrician of its choice and the payment for all outstanding municipal rates with the local municipal council (‘the “Transferee Securities”advance payments’), andshould the Seller fail to, upon such executionwithin reasonable notice, such Transferee shall have all the same rights and obligations to make payment of the Purchaser hereunder with respect advance payments. These advanced payments made by the agent (or its authorised representative) may attract an interest calculated at Repo Rate plus 21% per annum payable from the date of payment made of the advanced payments to the Transferee Securities, date of final payment thereof. The Parties agree and references herein confirm that the advance payments may be deducted from the Purchase Price and instructs the transferring attorneys to pay the advance payments to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to agent (or its Transferee Securities; provided, that any representations, warranties, covenants and agreements authorised representative) from the Purchaser Price before the balance of the Purchaser and any such Transferee shall be several and not joint and shall be made as Purchase Price is paid to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery Seller after registration of a Joinder Agreement, transfer in the number name of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser’s obligation right to purchase exercise the Forward Purchase UnitsAdditional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more affiliates any entity that is an affiliate of the Purchaser SoftBank Group Corp., but not to other third parties (each such transfereetransferee or assignee, a “Transferee”). Upon any such transfer or assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by Shares such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderShares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as EXHIBIT C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of EXHIBIT B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all of the PurchaserBuyer’s rights and obligations hereunder (including the PurchaserBuyer’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser Buyer, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: (i1) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the PurchaserBuyer’s signature page hereto (the “Joinder Agreement”), which shall reflect the maximum number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Buyer hereunder with respect to the Transferee Securities, and references herein to the “PurchaserBuyer” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Buyer and any such Transferee shall be several and not joint and shall be made as to the Purchaser Buyer or any such Transferee, as applicable, as to itself only; and (ii2) upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Units Shares to be purchased by the Purchaser Buyer hereunder shall be reduced by the total maximum number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Buyer and the Company Aldel Financial by amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Maximum Shares and “Aggregate FPS Purchase Price for Forward Purchase Units” on the PurchaserBuyer’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser Transferee’s and the Company upon the occurrence of any such transfer of Transferee SecuritiesBuyer’s purchase obligations shall be subject to allocation pursuant to Article I herein.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation with respect to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, time prior to the consummation of a Business Combination and in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”)any Forward Transferees. Upon any such transfer or assignment: (i) the applicable Transferee Forward Transferee(s) shall execute a signature page joinder to this Agreement, substantially Agreement in the form of the Purchaser’s signature page attached hereto as Exhibit B (the “Joinder Agreement”), which shall shall, on the signature page to the Joinder Agreement, reflect the number of Forward Purchase Units Securities such Forward Transferee(s) shall have the right to be purchased by such Transferee purchase (the “Forward Transferee Securities”), and, upon such execution, such Transferee Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder with respect to the Forward Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee Forward Transferee(s) with respect to such Transferee Forward Transferee(s) and to its their Forward Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such TransfereeForward Transferee(s), as applicable, as to itself only; and; (ii) all of the rights and obligations of each Forward Transferee with respect to the Forward Purchase may not be transferred or assigned, at any time and from time to time and in whole or in part, except the rights and obligations of each Forward Transferee with respect to the Forward Purchase may be transferred or assigned, at any time and from time to time and in whole or in part to any affiliate of TPG, subject to the same terms and procedures as a transfer or assignment from the Purchaser to the Forward Transferees; (iii) upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Securities permitted to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Units Securities permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Securities”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderSecurities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page Exhibit A hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Unitstransfer, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need needs be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser’s obligation right to purchase exercise the Forward Purchase UnitsAdditional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more affiliates any entity that is an affiliate of the Purchaser SoftBank Group Corp., but not to other third parties (each such transfereetransferee or assignee, a “Transferee”). Upon any such transfer or assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” ”, and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of Buyer shall have the Purchaser’s right to assign its rights and delegate its obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securitiesany portion of this Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and references herein documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the “Purchaser” shall be deemed to refer to and include any such Transferee Seller with respect to such Transferee any legal and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as regulatory requirements relevant to the Purchaser or any such Transferee, as applicable, as to itself onlySeller; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to provided further that Buyer shall not be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase deliver a Exercise Notice. If, as determined in Seller’s sole discretion, (i) its “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Counterparty’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such Transferee Securities hereunderquotient expressed as a percentage, the “Option Equity Percentage”) exceeds 9%, Seller may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% or such Option Equity Percentage to 8.5% to any third party with a rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by Mxxxx’x Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Seller. For If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller of a sufficient number of Options to reduce (i) Seller’s “beneficial ownership” (within the avoidance meaning of doubtSection 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Option Equity Percentage to 8.5% or less, Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Option Equity Percentage following such partial termination will be equal to or less than 8.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of this Transaction, the provisions set forth above under paragraph 4 of “Additional Agreements, Representations and Covenants of Buyer, Etc.” shall apply in lieu of Section 6(d)(ii) and 6(e) of the Agreement need as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion and (ii) such Transaction were the only Terminated Transaction. In circumstances in which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Transaction are not applicable, Seller may transfer any of its rights or delegate its obligations under this Transaction with the prior written consent of Buyer, which consent shall not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiesunreasonably withheld.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act and any applicable state law, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and Company. In connection with any such Transferee shall be several and not joint and shall be made as transfer of this Warrant or the resale of the Warrant Stock pursuant to the Purchaser Rule 144 or any such Transferee, as applicable, as other than pursuant to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementan effective registration statement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder Holder or transferee shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and compensate the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated reasonable expenses incurred in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any connection with effectuating such transfer of Transferee Securitiesor resale.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to (i) one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”), subject to prior written consent of the Company or (ii) any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933 as amended) of the Purchaser without written consent of the Company or the Sponsor. Upon any such assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation with respect to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, time prior to the consummation of a Business Combination and in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”)any Forward Transferees. Upon any such transfer or assignment: (i) the applicable Transferee Forward Transferee(s) shall execute a signature page joinder to this Agreement, substantially Agreement in the form of the Purchaser’s signature page attached hereto as Exhibit B (the “Joinder Agreement”), which shall shall, on the signature page to the Joinder Agreement, reflect the number of Forward Purchase Units Shares such Forward Transferee(s) shall have the right to be purchased by such Transferee purchase (the “Forward Transferee SecuritiesShares”), and, upon such execution, such Transferee Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder with respect to the Forward Transferee SecuritiesShares, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee Forward Transferee(s) with respect to such Transferee Forward Transferee(s) and to its their Forward Transferee SecuritiesShares; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such TransfereeForward Transferee(s), as applicable, as to itself only; and; (ii) all of the rights and obligations of each Forward Transferee with respect to the Forward Purchase may not be transferred or assigned, at any time and from time to time and in whole or in part, except the rights and obligations of each Forward Transferee with respect to the Forward Purchase may be transferred or assigned, at any time and from time to time and in whole or in part to any affiliate of TPG, subject to the same terms and procedures as a transfer or assignment from the Purchaser to the Forward Transferees; (iii) upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares permitted to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Units Shares permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderShares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee SecuritiesShares.

Transfer. This Agreement (a) Subject to the provisions of paragraph (f) below and Article XI of the Securities Purchase Agreement, this Warrant and all of rights hereunder are transferable by the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assignedWarrantholder, at any time time, and from time to time, on or after January 1, 2004, in whole or in part, to one or more affiliates with the consent of the Purchaser Company, which consent shall not be unreasonably withheld or delayed, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company at any time on or after the Commencement Date. (each b) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfereetransfer, deliver to the Company a “Transferee”)written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (c) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Upon Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (d) Until any such assignment:transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (e) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the applicable Transferee Securities Act or (ii) the Company first shall execute have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (f) Each certificate representing Warrant Shares shall bear a signature page to this Agreement, legend substantially in the form following form: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, PLEDGED HYPOTECATED, SOLD OR OTHERWISE DISPOSED OF OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the Purchaser’s signature page hereto (the “Joinder Agreement”)holder thereof, which shall reflect the number of Forward Purchase Units to be purchased by at such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made time as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee they become eligible for resale pursuant to Rule 144(k) under the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesAct.

Transfer. This Agreement Subject to Sections 9(a)(ii) and all (iii) below and Section 2.7 of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assignedSecurity Agreement, any Lender may, at any time and from time to time, Transfer or grant participations in whole all or any portion of its Commitment, Loan Certificates or all or any portion of its interest in part, or represented by its Commitment or Loan Certificates to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements participant in any such participation shall not have any direct rights under the Operative Agreements or any Lien on all or any part of any of the Purchaser Collateral except that each participant shall be entitled to the benefits of Sections 3(f), 9(c) and 15(k) to the same extent as if it were a Lender and had acquired its interest by Transfer pursuant to this Section 9(a)(i); further provided, no such Transfer or participation shall diminish Borrower’s rights or increase Borrower’s liability or obligations or the amounts thereof (including with respect to withholding Taxes) above (x) in the case of a Transfer, that which would result had any such Transferee shall be several and Transfer not joint and shall be made as occurred (except to the Purchaser extent resulting from a change in Law after the date of such Transfer) and (y) in the case of a participation, that which would have resulted had the relevant Lender retained the interest in the Commitment or the Loan Certificates that is the subject of such participation. In the case of any such Transfer, the Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s by execution and delivery of a Joinder AgreementTransfer Agreement in connection with such Transfer, shall be bound, to the extent provided therein, by all of the covenants of the transferring Lender in the Operative Agreements. In connection with any Transfer or participation, Section 15 shall continue to apply with respect to any confidential and proprietary information of Borrower and, prior to disclosing such information to a Transferee or participant or potential Transferee or participant, such Lender shall obtain the agreements of Transferee(s) and such other Persons as contemplated by clause (a) of Section 15. Notwithstanding any provisions of the Operative Agreements to the contrary, no Lender shall be entitled to Transfer or grant participations to any Person in all or any portion of its Commitment, Loan Certificates or all or any portion of its beneficial interest in its Commitment or Loan Certificates, unless such Transfer or participation is in respect of a Commitment amount or an unpaid principal amount that is greater than or equal to Five Million Dollars (US$5,000,000) or if less, the number outstanding principal amount of Forward Purchase Units to be purchased by such Loan Certificates or the Purchaser hereunder shall be reduced by outstanding amount of such Lender’s Commitment, as the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiescase may be.

Transfer. This Agreement 5.1. In consideration of payment for a total amount, more fully described in SCHEDULE C, and in the Memo of Consideration annexed hereto, paid by the Buyer to the Developer/Promoter herein and in further consideration of Buyer fulfilling all obligations under these presents, the Developer/Promoter and Owner/Vendor (Transferors) do and doth hereby sell, transfer, convey, assure and assign forever unto and in favour of the Purchaser’s Buyer ALL THAT the said Apartment with facility of car park in the allotted car parking space(if applicable), more fully and particularly mentioned and described in the SCHEDULE B herein under together with undivided proportionate impartible share or interest in the said entire land underneath along with the said building more fully and particularly mentioned in the SCHEDULE A hereunder written with all easement rights over all common portions in the said Building and obligations hereunder Land and the Transferors doth hereby release, relinquish and disclaim all their respective right, title and interest into or upon the said Apartment TO HAVE AND TO HOLD the said Apartment, unto the Buyer herein absolutely and forever free from all encumbrances, trusts, liens, quasi easement and other stipulation and provision in connection with the beneficial use and enjoyment of the said Apartment, belonging to and held by the Buyer for residential purpose only and upon/after execution of this Deed of Conveyance, subject however, to the rights reserved by the Transferors, the Buyer shall have every right to sell, gift, lease and transfer the same on the same terms and condition as stipulated under this Deed of Conveyance. 5.2. Right to use the common area of the said Residential Project more fully described in SCHEDULE E (Share of Common area), are all comprised in and/or being part or portions of the said Residential Project, including the Purchaser’s obligation common facilities and amenities provided thereat. 5.3. The aforesaid sale and transfer is and subject to purchase the Forward Purchase Units) may be transferred or assigned, at any time mutual easements and from time restrictions more fully described in SCHEDULE H and further subject to time, conditions more fully described in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”)SCHEDULE F, which shall reflect be covenants running with the number said Apartment. 5.4. The Buyer subject to compliance of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights terms and obligations condition of this deed and further, observing and performing the Purchaser hereunder with respect to covenants, more fully described in the Transferee SecuritiesSchedules below, appearing hereinafter, shall peacefully own, hold and references herein to enjoy the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements said Apartment. 5.5. Upon execution of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery this Deed of a Joinder AgreementConveyance, the number Buyer shall not raise any claim of Forward Purchase Units to be purchased by whatsoever nature, against the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Developer/ Promoter and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesOwner/Vendor.

Transfer. This Agreement and all On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Purchaser’s rights and obligations hereunder Research Term (or expiration of the Option Term for such Program, if later), Prothena shall transfer to Celgene certain biological or chemical materials (including Patient Samples) created or utilized hereunder, including reasonably sufficient quantities of any Collaboration Candidates and Collaboration Products (the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time“Transferred Prothena Materials”), in whole each case, that are reasonably requested by Celgene to the extent necessary or in part, to one or more affiliates of reasonably useful for the Purchaser following purposes (each such transferee, a the “TransfereePermitted Celgene Purposes”). Upon any such assignment: ): (i) the applicable Transferee shall execute to determine whether a signature page given Collaboration Candidate may be a Lead Candidate pursuant to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”Section 2.2.2(b), which shall reflect the number of Forward Purchase Units (ii) to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect evaluate whether to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee exercise its Options with respect to such Transferee Program, (iii) [***] and (iv) for such other purposes as may be agreed to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of by the Purchaser and any such Transferee Parties in writing. Celgene shall be several the “Material Receiving Party” and not joint and Prothena shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsTransferring Party” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderTransferred Prothena Materials. For the avoidance of doubt, this Section 2.9.1 shall not apply to any transfers of materials or data as part of Celgene’s exercise of its Xxxxxxx Xxxxx 0 Portion Participation Right (or otherwise under any U.S. License Agreement need not or Global License Agreement). All transfers of such Transferred Prothena Materials by the Transferring Party to the Material Receiving Party shall be amended documented in a material transfer agreement in a form to be agreed upon in good faith by the Parties, which agreement shall contain customary material transfer agreement provisions contained in agreements for the transfer of similar materials in the pharmaceutical industry or otherwise as necessary to comply with obligations to Third Parties (if applicable), and restated in its entiretyshall set forth the type and name of the Transferred Prothena Material transferred, but only Schedule A the amount of the Transferred Prothena Material transferred and the Purchaser’s signature page hereto need be so amended and updated and executed by each date of the Purchaser transfer of such Transferred Prothena Material (each, a “Collaboration Material Transfer Agreement”). The Material Receiving Party shall only use the Transferred Prothena Materials provided pursuant to this Section 2.9.1 for the Permitted Celgene Purposes and the Company upon Material Receiving Party agrees that such Transferred Prothena Materials shall be used in compliance with Applicable Law and the occurrence terms and conditions of any the material transfer agreement and this Agreement. The data that is generated by the Material Receiving Party pursuant to the Permitted Celgene Purposes under this Section 2.9.1 shall be deemed to be Program Know How; provided that Prothena shall grant, and hereby does grant, to Celgene a fully-paid up, royalty-free, worldwide, nonexclusive license (with the right to grant sublicenses through multiple tiers) to use such transfer of Transferee SecuritiesProgram Know-How for [***].

Transfer. This Agreement Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and all Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the Purchaserother party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s rights and obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (including B) the Purchaseraffiliate’s obligation long-term issuer rating is equal to purchase or better than the Forward Purchase Units) credit rating of Dealer at 12 the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be transferred be, exists or assignedwould result therefrom, at and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any time other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and from time otherwise to time, perform Dealer’s obligations in whole or in part, to one or more affiliates respect of the Purchaser (each such transferee, a “Transferee”). Upon any Transaction and any such assignment: designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) the applicable Transferee shall execute a signature page to this Agreementwhenever Dealer, substantially in the form acting as any of the Purchaser’s signature page hereto (the “Joinder Agreement”)Calculation Agent, which shall reflect the number of Forward Purchase Units Determining Party or Hedging Party, is required to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder act or to exercise judgment or discretion in any way with respect to the Transferee Securities, and references herein a Transaction pursuant to the “Purchaser” shall be deemed to refer to and include any such Transferee Confirmation (including, without limitation, by making calculations, adjustments or determinations with respect to such Transferee and to its Transferee Securities; providedTransaction but not, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be amended obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and restated in its entirety, but only Schedule A and during the Purchaser’s signature page hereto need be so amended and updated and executed by each continuance of an Event of Default of the Purchaser type described in Section 5(a)(vii) of the Agreement with respect to which Party A is the sole Defaulting Party, Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Company upon Early Termination Date with respect to such Event of Default, as the occurrence Calculation Agent. Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of any such transfer Giving Notice: Dealer’s Contact Details for Purpose of Transferee Securities.Giving Notice: To be provided by Dealer. 3. Effectiveness. 13

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an “accredited investor” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and Company. In connection with any such Transferee shall be several and not joint and shall be made as transfer of this Warrant or the resale of the Warrant Stock pursuant to the Purchaser Rule 144 or any such Transferee, as applicable, as other than pursuant to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementan effective registration statement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder Holder or transferee shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and compensate the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated reasonable expenses incurred in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any connection with effectuating such transfer of Transferee Securitiesor resale.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as EXHIBIT C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of EXHIBIT B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation with respect to purchase the Forward Purchase Units) may be transferred or assignedassigned with the prior written consent of the Company to be given in its sole discretion, at any time and from time to time, time prior to the consummation of a Business Combination and in whole or in part, to one or more affiliates of third parties (the Purchaser (each such transferee, a “TransfereeForward Transferees”). Upon any such transfer or assignment: (i) the applicable Transferee Forward Transferee(s) shall execute a signature page joinder to this Agreement, substantially Agreement in the form of the Purchaser’s signature page attached hereto as Exhibit B (the “Joinder Agreement”), which shall shall, on the signature page to the Joinder Agreement, reflect the number of Forward Purchase Units Shares such Forward Transferee(s) shall have the right to be purchased by such Transferee purchase (the “Forward Transferee SecuritiesShares”), and, upon such execution, such Transferee Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder with respect to the Forward Transferee SecuritiesShares, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee Forward Transferee(s) with respect to such Transferee Forward Transferee(s) and to its their Forward Transferee SecuritiesShares; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such TransfereeForward Transferee(s), as applicable, as to itself only; and; (ii) upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares permitted to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Units Shares permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderShares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee SecuritiesShares.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to (i) one or more affiliates of third parties and/or (ii) to any investment fund or other entity controlled or managed by the Purchaser (each such transfereetransferee under clause (i) or (ii), a “Transferee”), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). Upon any such assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Securities to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page Exhibit C hereto to reflect such reduced number of Forward Purchase Unitsreduction, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page Exhibit C hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This The parties hereto agree that each Bank (an “Existing Bank”) may transfer all or any part (which, in the case of a transfer of part only, shall be in an amount of its Commitments and Contributions which is in aggregate not less than ten million Dollars ($10,000,000) of its rights, benefits and obligations under this Agreement and all of the Purchaser’s rights and obligations hereunder other Facility Documents to another person (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreementprovided that, substantially in the form case of (a) any transfer made when no Event of Default has occurred and is continuing, the Purchaser’s signature page hereto (the “Joinder Agreement”)Borrower has given its consent thereto, which shall reflect the number of Forward Purchase Units such consent not to be purchased by such Transferee (the “Transferee Securities”), unreasonably withheld or delayed and, upon such executionin any case, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer have been given if the Bank Agent has not received notice from the Borrower that consent will not be given on or prior to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements the date falling seven (7) Banking Days after the date the Borrower received notice of the Purchaser relevant proposed transfer; and (b) any partial transfer, the same proportion of the rights, benefits and obligations in relation to each Facility shall be transferred. Any such transfer shall be effected upon not less than five (5) Banking Days’ prior notice by delivery to the Bank Agent of a duly completed Transfer Certificate duly executed by the Existing Bank and the Transferee, together with the payment by the Existing Bank to the Bank Agent of a fee of two thousand Dollars ($2,000) in respect of the administrative costs incurred by the Bank Agent in connection with such transfer. Any Transferee shall be several a Professional Market Party. On the Effective Date (as specified and not joint defined in a Transfer Certificate so executed and delivered), to the extent that the Commitments and Contributions of the Existing Bank are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to this clause 15.3, by virtue of the counter-signature of the Transfer Certificate by the Bank Agent (for itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Bank shall be made as released from their respective obligations towards one another under this Agreement (“discharged obligations”) and their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.3.2 the Transferee party to the Purchaser relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Bank) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or any assumed by such Transferee, as applicable, as Transferee instead of to itself onlyor by such Existing Bank; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, 15.3.3 the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant party to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser relevant Transfer Certificate and the Company amending Schedule A existing parties to this Agreement to reflect (other than such Existing Bank) shall acquire rights against each transfer and updating other which differ from the “Number discharged rights only insofar as they are exercisable by or against such Transferee instead of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on by or against such Existing Bank. The Bank Agent shall promptly notify the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, other Banks and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each Borrower of the Purchaser and the Company upon the occurrence receipt by it of any Transfer Certificate and shall promptly deliver a copy of such transfer of Transferee SecuritiesTransfer Certificate to the Borrower.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Debenture may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates on the books of the Purchaser (each such transfereeBorrower by the registered Holder hereof, a “Transferee”). Upon any such assignment: or by Holdxx'x xttorney duly authorized in writing, only upon (i) delivery to the applicable Transferee Borrower of a duly executed assignment of the Debenture, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Debenture to the Borrower for issue of a replacement Debenture, or Debentures, in the name of the new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall execute a signature page be required to this provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Debenture, the Loan Agreement, substantially in the form or other Loan Documents; and any action, consent or waiver, (other than a compromise of the Purchaser’s signature page hereto (the “Joinder Agreement”principal and interest), which shall reflect the number of Forward Purchase Units to be purchased when given or taken by such Transferee (the “Transferee Securities”)Lendxx'x xgent for notice, and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements be the action of the Purchaser holders of a majority in amount of the Principal Amount of the Debentures, as such holders are recorded on the books of the Borrower, and any (iii) in compliance with the legend to read "The Securities represented by this Debenture have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be sold, hypothecated, donated or otherwise transferred unless the Company shall have received an opinion of Legal Counsel for the Company, or such Transferee other evidence as may be satisfactory to Legal Counsel for the Company, to the effect that such transfer shall not require registration under the Act and the State Acts. The Borrower shall be several entitled to treat any holder of record of the Debentures as the Holder in fact thereof and not joint of the Debenture and shall not be made bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, save as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased expressly provided by the Purchaser hereunder shall be reduced by the total number laws of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesTexas.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder A Limited Partner may transfer, assign, pledge or encumber its partnership interest (including the Purchaser’s obligation to purchase the Forward Purchase Unitsor any portion thereof) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each only as provided herein. No such transferee, assignee, pledge, or secured creditor shall become a “Transferee”)substituted Limited Partner unless the General Partner first consents to such substitution in writing, which consent shall be granted or denied in the sole discretion of the General Partner. Upon Any transfer, assignment, pledge or encumbrance of interests permitted hereunder shall be effective as of the end of the month in which such transfer, assignment, pledge or encumbrance is made, provided that the Partnership need not recognize any such transfer, assignment: , pledge, or encumbrance unless it has received at least 20 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee, assignee, pledgee, or secured creditor and the portion of the limited partnership interest transferred, assigned, pledged or encumbered. Such notice shall be signed by the Limited Partner and notarized. No transfer, assignment, pledge or encumbrance shall be permitted unless the General Partner is satisfied that (i) the applicable Transferee shall execute a signature page to this Agreementsuch transfer, substantially assignment, pledge or encumbrance would not be in the form violation of the Purchaser’s signature page hereto (the “Joinder Agreement”)Act or applicable securities laws, which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon the Partnership shall continue to be classified as a Transferee’s execution partnership rather than as an association taxable as a corporation for federal tax purposes, and delivery (iii) it has received all documentation it may reasonably request. Any transferee, assignee, pledgee, or secured creditor of interests who has not been admitted to the Partnership as a substituted Limited Partner shall not have any of the rights of a Joinder AgreementLimited Partner, except that such person shall receive that share of capital and profits and shall have the number right of Forward Purchase Units redemption to be purchased by which his transferor, assignor, pledgor, or debtor would otherwise have been entitled and shall remain subject to the Purchaser hereunder other terms of this Agreement binding upon Limited Partners. The Limited Partner shall bear all costs (including any attorneys’ fees) related to such transfer, assignment, pledge, or encumbrance of his interest (or portion thereof). No transfer, assignment, pledge or encumbrance shall be reduced by permitted of any interest (or portion thereof) which has a fair market value that is less than the lesser of $10,000 or the total number interest of Forward Purchase Units to be purchased by such Limited Partner in the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesPartnership.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser Purchaser, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderSecurities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Pursuant to the last sentence of Section 8.6(a) of the Credit Agreement, Assignor hereby assigns to Assignee (without representation or warranty to Assignee and without Assignee having recourse against Assignor as a result of such assignment), and Assignee hereby assumes, a constant ____% of each of the Assignor's Commitments to the Borrower under the Credit Agreement, such assignment from Assignor to Assignee being [all of Assignor's Commitments to the Purchaser’s rights Borrower][$___________ of Assignor's $____________ Commitment to the Borrower] (the amount of such Commitment to the Borrower so assigned is called the "Assigned Portion" of such Commitment). [The Assignee is already a Bank under the Credit Agreement with a Commitment of $___________ to the Borrower prior to the assumption contemplated hereby.] [The Assignee is hereby approved by the Administrative Agent [and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates Borrower] for purposes of the Purchaser (each assignment and assumption contemplated hereby.] As contemplated by such transfereeSection 8.6, a “Transferee”). Upon any such assignmentit is hereby agreed that: (i) the applicable Transferee shall execute Assignor is hereby released from all of its obligations under the Credit Agreement with respect to or arising as a signature page to this Agreement, substantially in the form result of the Purchaser’s signature page hereto Assigned Portions of its Commitment assigned hereby; (ii) the “Joinder Agreement”)Assignee hereby becomes obligated for the Assigned Portions of such Commitment and all other obligations of the Assignor (including, which shall reflect without limitation, obligations to the number Administrative Agent under Section 7.5 of Forward Purchase Units the Credit Agreement or otherwise) under the Credit Agreement with respect to be purchased by or arising as a result of the Assigned Portions of such Transferee Commitments; (iii) the “Transferee Securities”), and, upon such execution, such Transferee shall have all Assignee is hereby assigned the same right to vote or consent under the Credit Agreement and the other rights and obligations of the Purchaser hereunder with respect Assignor under the Credit Agreement, in each case to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements extent of the Purchaser and any Assigned Portions of such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; andCommitment; (iiiv) upon a Transferee’s The Borrower, contemporaneously with its execution and delivery hereof, will deliver, in replacement of the Note of the Assignor currently outstanding [(and in replacement of Assignee's existing $___________ Note)] (a) to the Assignee, a Joinder Agreementnew Note in the amount of $____________ [(and the Assignee agrees to cancel and return to the Borrower, with reasonable promptness following such delivery, the number Note of Forward Purchase Units the Assignee being replaced thereby)], (b) to be purchased the Assignor, a new Note in the amount of $____________ (and the Assignor agrees to cancel and return to the Borrower, with reasonable promptness following delivery of such new Note, the Note of the Assignor being replaced thereby), and (c) to the Administrative Agent, photocopies of all such new Notes and of all such canceled Notes; (v) [inasmuch as there are currently no outstanding Advances, no transfer of Advances is hereby made]; (vi) [$__________ of the Assignor's outstanding Advances to the Borrower are hereby transferred to the Assignee, which amounts represent [the aggregate amount of all of the Assignor's outstanding Advances to the Borrower respectively,] [the amount of the assigned portions of the outstanding Advances of the Assignor to the Borrower being hereby assigned to Assignee a portion of each such Advance with the assigned portion of each such Advance being equal to the amount of such Advance multiplied by a fraction, the numerator of which is the amount of the Assignor's Commitments assumed hereby by the Purchaser hereunder shall be reduced by Assignee and the total number denominator of Forward Purchase Units which is the amount of the Assignor's Commitments immediately prior to be purchased by such assumption]; [and] (vii) the applicable Transferee pursuant Assignee hereby confirms that it is a party to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Credit Agreement as a Bank and the Company amending Schedule A agrees that after giving effect to this Agreement its Commitments will be $_______________ to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on Borrower; [and] (viii) the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and Assignee hereby specifies the Purchaser shall be fully and unconditionally released from following offices as its obligation to purchase such Transferee Securities hereunder. For Applicable Lending Offices under the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.Credit Agreement: Domestic Eurodollar Lending Office Lending Office

Transfer. This Agreement and all Subject to Section 12.08 of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Loan Agreement, this --------- Debenture may be transferred on the books of the Borrower by the registered Holder hereof, or assigned, at any time and from time to timeby Holder's attorney duly authorized in writing, in whole or in part, to one or more affiliates multiples of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: $100,000 only upon (i) delivery to the applicable Transferee Borrower of a duly executed assignment of the Debenture, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Debenture to the Borrower for issue of a replacement Debenture, or Debentures, in the name of the new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall execute a signature page be required to this provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Debenture, the Loan Agreement, substantially in the form or other Loan Documents; and any action, consent or waiver, (other than a compromise of the Purchaser’s signature page hereto (the “Joinder Agreement”principal and interest), which shall reflect the number of Forward Purchase Units to be purchased when given or taken by such Transferee (the “Transferee Securities”)Lender's agent for notice, and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements be the action of the Purchaser holders of a majority in amount of the Principal Amount of the Debenture, as such holders are recorded on the books of the Borrower, and any such Transferee shall be several and (iii) in compliance with the legend to read as follows: "The Securities represented by this Debenture have not joint been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be made sold, ________________________________________________________________________________ Page 6 ________________________________________________________________________________ Issuers Initial ________________________________________________________________________________ hypothecated, donated or otherwise transferred unless the Company shall have received an opinion of Legal Counsel for the Company, or such other evidence as may be satisfactory to Legal Counsel for the Company, to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of effect that any such transfer shall not require registration under the Act and the State Acts." The Company shall be entitled to treat any holder of Transferee Securitiesrecord of the Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

Transfer. This Agreement (a) Subject to compliance with the conditions set forth herein, this Warrant and all of the Purchaser’s rights and obligations hereunder are (including the Purchaser’s obligation to purchase the Forward Purchase Unitsi) may be transferred or assigned, at any time and from time to timeassignable, in whole or in part, to one or more affiliates any successor of the Purchaser Holder as a result of a merger or to any Affiliate of the Holder, and (each such transfereeii) transferable, a “Transferee”). Upon any such assignment:in whole or in part, provided this Warrant has vested in accordance with Section 1. (ib) The Holder agrees to give written notice to the applicable Transferee Company before assigning or transferring this Warrant or transferring any Warrant Shares of such Xxxxxx’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall execute a signature page be entitled to assign or transfer this AgreementWarrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, substantially all in accordance with the form terms of the Purchaser’s signature page hereto (notice delivered by the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect Holder to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee SecuritiesCompany; provided, however, that any an appropriate legend may be endorsed on this Warrant or the book-entry record of ownership for such Warrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit C and such other documents and make such representations, warranties, covenants and agreements as may be required solely to comply with the exemptions relied upon by the Holder for the assignment, transfer, or disposition of the Purchaser and any Warrant or Warrant Shares. (c) If the proposed assignment, transfer, or disposition of this Warrant or such Transferee Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such assignment, transfer, or disposition as are permitted by law. (d) Any permitted assignee or transferee of all or a portion of this Warrant shall be several and not joint and shall be made as succeed to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution rights and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each benefits of the Purchaser and initial Holder of this Warrant under this Warrant, subject, however, to any limitations set forth in the Company upon the occurrence of any such transfer of Transferee SecuritiesPurchase Agreement.

Transfer. This Agreement Warrant and the Warrant Stock have not been and are not being registered under the Securities Act or any state securities laws. This Warrant may not be offered for sale, sold, assigned or transferred by Holder (other than to an Affiliate of Holder) without the prior written consent of the Company. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501 promulgated under the Securities Act. Transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or an office or agency designated by the Company, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all All of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation with respect to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, time prior to the consummation of a Business Combination and in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”)any Forward Transferees. Upon any such transfer or assignment: (i1) the applicable Transferee Forward Transferee(s) shall execute a signature page joinder to this Agreement, substantially Agreement in the form of the Purchaser’s signature page attached hereto as Exhibit C (the “Joinder Agreement”), which shall shall, on the signature page to the Joinder Agreement, reflect the number of Forward Purchase Units Securities such Forward Transferee(s) shall have the right to be purchased by such Transferee purchase (the “Forward Transferee Securities”), and, upon such execution, such Transferee Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder with respect to the Forward Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee Forward Transferee(s) with respect to such Transferee Forward Transferee(s) and to its their Forward Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such TransfereeForward Transferee(s), as applicable, as to itself only; and; (ii2) all of the rights and obligations of each Forward Transferee with respect to the Forward Purchase may not be transferred or assigned, at any time and from time to time and in whole or in part, except the rights and obligations of each Forward Transferee with respect to the Forward Purchase may be transferred or assigned, at any time and from time to time and in whole or in part to any affiliate of the Purchaser, subject to the same terms and procedures as a transfer or assignment from the Purchaser to the Forward Transferees; (3) upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Securities permitted to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Units Securities permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Securities”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderSecurities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee Securities.

Transfer. This Agreement Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any other person (the agents and servants of Tenant excepted) whether by sublease, license, concession, franchise, agency, or management agreement; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (i) Hazardous Materials used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law by the Tenant or the proposed Subtenant or Assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1B, and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the Purchaser’s rights and other obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased performed by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee Tenant hereunder. The acceptance of rent by Landlord from any person shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall not be deemed to refer to and include be a waiver by Landlord of any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements provision of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser this Lease or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units a consent to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesTransfer.

Transfer. This Agreement Warrant and the Warrant Stock issuable upon exercise of this Warrant shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 10, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or assignedits legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i) in the case of Subscription Receipt Certificates, surrendering to the Subscription Receipt Agent at any time the principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A” attached hereto); (ii) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the principal office instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent; (iii) in the case of CDS Subscription Receipts, compliance with Applicable Procedures prescribed by the Depository under the book entry registration system; and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignmentiv) compliance with: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in conditions herein; (b) such reasonable requirements as the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself onlySubscription Receipt Agent may prescribe; and (iic) upon a Transferee’s execution all applicable securities laws and delivery requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Joinder AgreementCertificated Subscription Receipt, a Subscription Receipt Certificate representing the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant Subscription Receipts transferred, and to the applicable Joinder Agreementtransferee of an Uncertificated Subscription Receipt, which reduction an Uncertificated Subscription Receipt (or it shall be evidenced by Authenticate and deliver a Certificated Subscription Receipt instead, upon request) representing the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSubscription Receipts transferred, and the Purchaser transferee of a CDS Subscription Receipt shall be fully recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need will not be amended and restated in its entirety, but only Schedule A and noted on the Purchaser’s signature page hereto need be so amended and updated and executed register maintained by each the Subscription Receipt Agent. No duty shall rest with the Subscription Receipt Agent to determine compliance of the Purchaser transferor or transferee with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and the Company upon the occurrence of any such transfer of Transferee Securitiesproper.

Transfer. This Agreement Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and all Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the Purchaserother party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s rights and obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (including B) the Purchaseraffiliate’s obligation long-term issuer rating is equal to purchase or better than the Forward Purchase Units) credit rating of Dealer at the time of such assignment or transfer; and provided further that no 12 Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be transferred be, exists or assignedwould result therefrom, at and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any time other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and from time otherwise to time, perform Dealer’s obligations in whole or in part, to one or more affiliates respect of the Purchaser (each such transferee, a “Transferee”). Upon any Transaction and any such assignment: designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) the applicable Transferee shall execute a signature page to this Agreementwhenever Dealer, substantially in the form acting as any of the Purchaser’s signature page hereto (the “Joinder Agreement”)Calculation Agent, which shall reflect the number of Forward Purchase Units Determining Party or Hedging Party, is required to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder act or to exercise judgment or discretion in any way with respect to the Transferee Securities, and references herein a Transaction pursuant to the “Purchaser” shall be deemed to refer to and include any such Transferee Confirmation (including, without limitation, by making calculations, adjustments or determinations with respect to such Transferee and to its Transferee Securities; providedTransaction but not, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be amended obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and restated in its entirety, but only Schedule A and during the Purchaser’s signature page hereto need be so amended and updated and executed by each continuance of an Event of Default of the Purchaser type described in Section 5(a)(vii) of the Agreement with respect to which Party A is the sole Defaulting Party, Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Company upon Early Termination Date with respect to such Event of Default, as the occurrence Calculation Agent. Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of any such transfer Giving Notice: Dealer’s Contact Details for Purpose of Transferee Securities.Giving Notice: To be provided by Dealer. 3. Effectiveness. 13

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act and any applicable state law, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and Company. In connection with any such Transferee shall be several and not joint and shall be made as transfer of this Warrant or the resale of the Warrant Stock pursuant to the Purchaser Rule 144 or any such Transferee, as applicable, as other than pursuant to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementan effective registration statement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder Holder or transferee shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and compensate the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated reasonable expenses incurred in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any connection with effectuating such transfer of Transferee Securitiesor resale.

Transfer. This Agreement and all of the Purchaser’s Option Holders’ rights and obligations hereunder (including in connection with the Purchaser’s obligation to purchase the Forward Purchase Units) Co-Investment Securities may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s Option Holders’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Co-Investment Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Option Holders hereunder with respect to the Transferee Securities, and references herein to the “PurchaserOption Holder” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Option Holders and any such Transferee shall be several and not joint and shall be made as to the Purchaser Option Holders or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Co-Investment Securities to be purchased by the Purchaser Option Holders hereunder shall be reduced by the total number of Forward Purchase Units Co-Investment Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Option Holders and the Company amending Schedule A B to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Co-Investment Shares”, “Number of Co-Investment Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsCo-Investment Securities” on the Purchaser’s Option Holders’ signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderCo-Investment Securities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A B and the PurchaserOption Holder’s signature page hereto need be so amended and updated and executed by each of the Purchaser Option Holders and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of third parties and/or (ii) to any investment fund or other entity controlled or managed by the Purchaser (each such transfereetransferee under clause (i) or (ii), a “Transferee”), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). Upon any such assignment: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (iib) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Subject to the terms hereof, including, without limitation, Sections 5.1 and 5.3, the Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timethereunder are transferable, in whole or in part, to one or more affiliates on the books of the Purchaser (each Company maintained for such transfereepurpose at its office designated in Section 8.4 hereof by the registered holder hereof in person or by duly authorized attorney, upon surrender of the Warrant properly endorsed; provided, however, that this Warrant may not be transferred in part unless such transfer is to a “Transferee”)transferee who pursuant to such transfer receives the right to purchase at least 75,000 shares of Common Stock. Upon any partial transfer, the Company will issue and deliver to such assignment: (i) the applicable Transferee shall execute holder a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder new warrant or warrants with respect to the Transferee SecuritiesWarrant Shares not so transferred. Each taker and holder of the Warrant, by taking or holding the same, consents and references herein to agrees that the “Purchaser” Warrant when endorsed in blank shall be deemed negotiable, and that when the Warrant shall have been so endorsed, the holder may be treated by the Company and all other persons dealing with the Warrant as the absolute owner of such Warrant for any purpose and as the person entitled to refer exercise the rights represented thereby, or to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements the transfer on the books of the Purchaser and Company, any such Transferee shall be several and not joint and shall be made as notice to the Purchaser or any contrary notwithstanding; but until such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementtransfer on such books, the number of Forward Purchase Units to be purchased by Company may treat the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each registered holder of the Purchaser and Warrant as the Company upon owner for all purposes. The term "Warrant" as used herein shall include the occurrence of Warrant and, any such transfer of Transferee Securities.warrants delivered in substitution or exchange therefor as provided herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY

Transfer. This Agreement The Warrants shall be transferable on the Warrant Register only upon delivery of this Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and all remain with the Company. In case of the Purchaser’s rights transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) a copy thereof may be transferred or assigned, at any time required to be deposited and from time to time, remain with the Company in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”)its discretion. Upon any such assignment: (i) registration of transfer, the applicable Company shall promptly execute and deliver a new Warrant Certificate or Warrant Certificates to the persons entitled thereto. Prior to transferring any Warrants, the Holder shall notify any prospective Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased Warrants represented by this Warrant Certificate at the time of such Transferee (transfer as set forth in the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a TransfereeCompany’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderrecords. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each no consent of the Company shall be required with respect to any transfer by the Holder to any Purchaser and (as such term is defined in the Company upon the occurrence of any such transfer of Transferee SecuritiesSecurities Purchase Agreement). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO TRANSFER OF THIS WARRANT CERTIFICATE OR THE WARRANTS REPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS THE HOLDER DELIVERS THIS WARRANT CERTIFICATE TO THE COMPANY AND THE COMPANY ISSUES A NEW CERTIFICATE IN THE NAME OF THE TRANSFEREE FOR THE NUMBER OF WARRANTS REMAINING TO BE EXERCISED AS SET FORTH IN THE RECORDS OF THE COMPANY OR SUCH LESSER AMOUNT OF WARRANTS BEING TRANSFERRED (IN WHICH CASE THE COMPANY SHALL ISSUE TO THE HOLDER A NEW WARRANT CERTIFICATE IN THE NAME OF THE HOLDER FOR THE NUMBER OF WARRANTS REMAINING TO BE EXERCISED AS SET FORTH IN THE RECORDS OF THE COMPANY MINUS THE AMOUNT OF WARRANTS BEING TRANSFERRED). ANY PURPORTED TRANSFER IN VIOLATION OF THE FOREGOING SHALL BE NULL AND VOID.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser Purchaser, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: : (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the maximum number of Forward Purchase Units Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Units Securities to be purchased by the Purchaser hereunder shall be reduced by the total maximum number of Forward Purchase Units Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Maximum Number of Forward Purchase UnitsSecurities” and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and each of the Purchaser Transferee’s and the Purchaser’s purchase obligations shall be fully and unconditionally released from its obligation subject to purchase such Transferee Securities hereunderallocation pursuant to Section 1(a)(iv) herein. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Subject to Section 14.5.2(b), Licensee shall and all of the Purchaser’s rights hereby does, and obligations hereunder shall cause its Sublicensees to (including the Purchaser’s obligation i) assign to purchase the Forward Purchase Units) may be transferred or assignedXENCOR or, at any time and from time to timethe direction of XENCOR, in whole its Affiliate or in partdesignee (such Affiliate or designee, to one or more affiliates of the Purchaser (each such transferee, a “XENCOR Transferee”), all rights, title and interests in and to all Regulatory Submissions or Regulatory Approvals specifically related to the Licensed Asset or the Products in the Field in the Licensed Territory, unless such assignment is prohibited by Applicable Laws or XENCOR requests that Licensee or Sublicensee continue to hold any such Regulatory Submission or Regulatory Approval for a reasonable transition period following the effective date of termination; and (ii) if requested by XENCOR, assist XENCOR or the XENCOR Transferee in submitting any such Regulatory Submission or applying for any such Regulatory Approval that cannot be transferred. Licensee agrees and covenants that it shall, and shall cause its Sublicensees to, promptly take any and all actions necessary to effectuate the prompt assignment of such Regulatory Submissions and Regulatory Approvals, or to enable XENCOR or the XENCOR Transferee to obtain new Regulatory Submissions or Regulatory Approvals, including executing and delivering all documents or instruments, and providing all copies of documents or information, that may be necessary, required or which XENCOR or the XENCOR Transferee may request. Upon termination of this Agreement for any reason other than by Licensee pursuant to Section 14.2.1 or Section 14.2.2, Licensee shall conduct all acts and fulfill all obligations set forth in this Section 14.5.2(a) at Licensee’s sole cost, except for the cost relating to Licensee’s holding, submitting or applying any Regulatory Submission or Regulatory Approval that cannot be assigned or transferred or at XENCOR’s request, with such assignment: (i) actions being at XENCOR’s cost. Notwithstanding anything to the applicable Transferee shall execute a signature page to contrary contained in this Agreement, substantially in the form upon termination of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased this Agreement by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee Licensee pursuant to the applicable Joinder AgreementSection 14.2.1 or Section 14.2.2, which reduction Licensee shall be evidenced by the Purchaser conduct all acts and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaserfulfill all obligations set forth in Section 14.5.2 through Section 14.5.9 at XENCOR’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiescost.

Transfer. This Agreement and all Except for any requirements of the Purchaser’s rights Securities Act applicable to such Transfer, each of the members of the Shareholder Group may Transfer any of the Voting Securities Beneficially Owned by such member of the Shareholder Group to any transferee which is not a Significant Transferee without restriction, and obligations hereunder may effect such a Transfer to a Significant Transferee with the prior written consent of a majority of the Independent Directors; provided, however, that each of such members of the Shareholder Group may Transfer any of such Voting Securities to any Significant Transferee without restriction (including other than as contemplated in the Purchaser’s obligation to purchase the Forward Purchase Unitslast sentence of this Section 3.4) may be transferred or assignedobtaining such consent if, at any the time and from time to timeof such Transfer, in whole or in part, to one or more affiliates the Shareholder Group Beneficially Owns at least 20% of the Purchaser outstanding voting securities of such Significant Transferee and no other Person Beneficially Owns a greater percentage of the outstanding voting securities of such Significant Transferee than the percentage owned by the Shareholder Group (each such transferee, a “Permitted Significant Transferee”). Upon The Shareholder Group shall obtain the prior written consent of a majority of the Independent Directors to any Transfer by the Shareholder Group of any voting securities of a Permitted Significant Transferee if, at the time of such assignment: Transfer, such Permitted Significant Transferee has a Total Ownership Percentage of greater than 20% and such Transfer would result in (x) the Shareholder Group Beneficially Owning less than 20% of the outstanding voting securities of such Permitted Significant Transferee or (y) any other Person Beneficially Owning a greater percentage of the outstanding voting securities of such Permitted Significant Transferee than the percentage Beneficially Owned by the Shareholder Group after giving effect to such Transfer. Notwithstanding the foregoing provisions of this Section 3.4, none of the restrictions of this Section 3.4 shall apply to (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form Transfer by any member of the Purchaser’s signature page hereto Shareholder Group of any of the Voting Securities in a public offering pursuant to which reasonable efforts are made to achieve a wide distribution of such Voting Securities, or (ii) a Transfer of Voting Securities among members of the “Joinder Agreement”)Shareholder Group, which provided that any such transferee shall reflect agree with the number of Forward Purchase Units Company in writing prior to each such Transfer to be purchased bound by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations terms of the Purchaser hereunder this Agreement with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements Beneficial Ownership of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Voting Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser and to one or more of the Company’s officers or directors with respect to up to 250,000 of the Forward Purchase Units (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s Purchasers’ rights and obligations hereunder (including the Purchaser’s Purchasers’ obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the a Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s Purchasers’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the a Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the such Purchaser and any such Transferee shall be several and not joint and shall be made as to the such Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the applicable Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the applicable Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the such Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the such Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the applicable Purchaser’s signature page hereto need be so amended and updated and executed by each of the applicable Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or assignedits legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i) in the case of Subscription Receipt Certificates, surrendering to the Subscription Receipt Agent at any time the principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule "A" attached hereto); (ii) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the principal office instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent; (iii) in the case of CDS Subscription Receipts, compliance with Applicable Procedures prescribed by the Depository under the book entry registration system; and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignmentiv) compliance with: (ia) the applicable Transferee shall execute a signature page to this Agreement, substantially in conditions herein; (b) such reasonable requirements as the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself onlySubscription Receipt Agent may prescribe; and (iic) upon a Transferee’s execution all applicable securities laws and delivery requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Joinder AgreementCertificated Subscription Receipt, a Subscription Receipt Certificate representing the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant Subscription Receipts transferred, and to the applicable Joinder Agreementtransferee of an Uncertificated Subscription Receipt, which reduction an Uncertificated Subscription Receipt (or it shall be evidenced by Authenticate and deliver a Certificated Subscription Receipt instead, upon request) representing the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSubscription Receipts transferred, and the Purchaser transferee of a CDS Subscription Receipt shall be fully recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need will not be amended and restated in its entiretynoted on the register maintained by the Subscription Receipt Agent. Notwithstanding any other provision of this Agreement, but only Schedule A and no duty or responsibility shall rest with the Purchaser’s signature page hereto need be so amended and updated and executed Subscription Receipt Agent to determine compliance by each the transferor or transferee of Subscription Receipts with the Purchaser and the Company upon the occurrence terms of any such transfer of Transferee Securitieslegend affixed (or deemed to be affixed) thereon, or with Applicable Legislation. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper.

Transfer. This Agreement 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Purchaser’s rights Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and obligations hereunder (including agrees to the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, attorneys mentioned in whole or in partSchedule “1”, to one or more affiliates prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser (each signing and submitting such transfereeform to SARS for which preparation, a “Transferee”). Upon any such assignment:completion, signature and submission this Agreement shall be sufficient authority. (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form 11.4 Transfer of the Purchaser’s signature page hereto Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (the “Joinder Agreement”if applicable), which in respect of such transfer, shall reflect be borne by the number Purchaser including all expenses and legal costs incidental to the preparation and registration of Forward Purchase Units any mortgage bond to be purchased by such Transferee (finance institution approving the “Transferee Securities”), and, upon such execution, such Transferee shall have all finance. 11.5 In the same rights and obligations event of the Purchaser hereunder failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with respect signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the Transferee Securities, mortgage bond documentation or ancillary documentation is satisfactorily completed (and references herein to the “Purchaser” widest possible interpretation shall be deemed to refer to and include any such Transferee with used in respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transfereeterms hereof), as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” then ipso facto on the Purchaser’s signature page hereto to reflect 8th (eighth) day after such reduced number of Forward Purchase Unitsrequest, and the Purchaser shall be fully pay to the Seller penalty interest, at the rate of 2% (two percent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and unconditionally released accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from its obligation to purchase such Transferee Securities hereunder. For the avoidance date of doubt, acceptance of this Agreement need not be amended by the Seller and restated to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each terms of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesFICA.

Transfer. This Agreement The Warrants and the Warrant Stock shall not be be freely transferable until such time that the Company receives shareholder approval to increase the number of its authorized shares. Upon receipt of such approval, then the Warrants and Warrant Stock shall be freely tradeable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act and any applicable state law, except if such transfer is to an Affiliate of such Holder; (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto; and (iii) that the transferee be an “accredited investor” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company as provided herein, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and Company. In connection with any such Transferee shall be several and not joint and shall be made as transfer of this Warrant or the resale of the Warrant Stock pursuant to the Purchaser Rule 144 or any such Transferee, as applicable, as other than pursuant to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementan effective registration statement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder Holder or transferee shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and compensate the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated reasonable expenses incurred in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any connection with effectuating such transfer of Transferee Securitiesor resale.

Transfer. This Agreement and all of the Purchaser’s Purchasers’ rights and obligations hereunder (including the Purchaser’s Purchasers’ obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s Purchasers’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Purchasers hereunder with respect to the Transferee Securities, and references herein to the “PurchaserPurchasers” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Purchasers and any such Transferee shall be several and not joint and shall be made as to the Purchaser Purchasers or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser Purchasers hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Purchasers and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s Purchasers’ signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and the Purchaser Purchasers shall be fully and unconditionally released from its their obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s Purchasers’ signature page hereto need be so amended and updated and executed by each of the Purchaser Purchasers and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such transfer or assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser Purchaser, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the maximum number of Forward Purchase Units Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Units Securities to be purchased by the Purchaser hereunder shall be reduced by the total maximum number of Forward Purchase Units Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Maximum Number of Forward Purchase UnitsSecurities” and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and each of the Purchaser Transferee’s and the Purchaser’s purchase obligations shall be fully and unconditionally released from its obligation subject to purchase such Transferee Securities hereunderallocation pursuant to Section 1(a)(i) herein. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Subject to compliance with applicable law, this Warrant shall be freely assignable by the holder thereof. Each transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the Designated Office, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, substantially Warrant in the form of ANNEX B hereto duly executed by the Purchaser’s signature page hereto (holder or its agent or attorney. Upon such surrender and delivery, the “Joinder Agreement”)Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, which and shall reflect issue to the number assignor a new Warrant evidencing the portion of Forward Purchase Units to this Warrant not so assigned, if any. A Warrant, if properly assigned in compliance with the provisions hereof, may be purchased exercised by such Transferee (the “Transferee Securities”), and, new holder for the purchase of Warrant Shares without having a new Warrant issued. All Warrants issued upon such execution, such Transferee any assignment of Warrants shall have all be the same rights and valid obligations of the Purchaser hereunder Company, evidencing the same rights, and entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange. Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), Holder will, if requested by the Company, deliver to the Company: (a) an investment representation letter reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth below in Section 2.4 on the Warrant Shares; (c) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Transferee Securities, and references herein Warrant Shares; (d) an agreement by such transferee to be bound by the provisions of this Section 2.1 relating to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements transfer of the Purchaser Warrant or Warrant Shares and any such Transferee shall be several and not joint and shall be made as Section 2.3 relating to the Purchaser or any such Transferee, as applicable, as to itself onlylock-up of Warrant Shares; and (iie) upon a Transferee’s execution and delivery except in the case of a Joinder Agreement, the number of Forward Purchase Units transfer pursuant to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee Rule 144 promulgated pursuant to the applicable Joinder AgreementSecurities Act, which reduction shall be evidenced by or any successor rule, prior to consummating any private sale or transfer of the Purchaser and Warrant or the Warrant Shares, the written opinion of reputable legal counsel in form reasonably acceptable to the Company amending Schedule A to this Agreement to reflect each that such sale or transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated is being made in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiescompliance with applicable federal securities laws.

Transfer. This Agreement and all of Buyer shall have the Purchaser’s right to assign its rights and delegate its obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securitiesany portion of this Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and references herein documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the “Purchaser” shall be deemed to refer to and include any such Transferee Seller with respect to such Transferee any legal and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as regulatory requirements relevant to the Purchaser or any such Transferee, as applicable, as to itself onlySeller; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to provided further that Buyer shall not be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase deliver any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above. Seller may transfer any of its rights or delegate its obligations under this Transaction with the prior written consent of Buyer, such Transferee Securities hereunderconsent not to be unreasonably withheld. For In addition, if, as determined in Seller’s sole discretion, its “beneficial ownership” (within the avoidance meaning of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each Section 13 of the Purchaser Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Counterparty’s outstanding Shares, Seller may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% to any third party with a rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of AA or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or Aa3 or better by Xxxxx’x Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Seller. If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller of a sufficient number of Options to reduce Seller’s “beneficial ownership” (within the Company upon meaning of Section 13 of the occurrence Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less, Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such transfer that its “beneficial ownership” following such partial termination will be equal to or less than 7.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of Transferee Securitiesthis Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction.

Transfer. This Agreement and all of the Purchaser’s Purchasers’ rights and obligations hereunder (including the each Purchaser’s obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser or third parties (each such transferee, a “Transferee”), subject to prior written consent of the Company. Notwithstanding the foregoing, any Purchaser transferring its rights and obligations hereunder shall remain bound by the obligations set forth in Section 5(b) and Section 5(c) following any such transfer. Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page Schedule B hereto (the “Joinder AgreementTransferee Joinder”), which shall reflect the number of Forward Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Purchasers hereunder with respect to the Transferee Securities, including the right to receive the applicable number of Forward Purchase Warrants, if any, and references herein to the “PurchaserPurchasers” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the each Purchaser and any such Transferee shall be several and not joint and shall be made as to the each Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder AgreementTransferee Joinder, the number of Forward Purchase Units Shares to be purchased by the transferring Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder AgreementTransferee Joinder, which reduction shall be evidenced by the such Purchaser and the Company amending Schedule A C to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the such Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the such transferring Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderhereunder and shall lose its rights to receive the corresponding number of Forward Purchase Warrants. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A C and the such Purchaser’s signature page hereto need be so amended and updated and executed by each of the such Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Securities to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Securities”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Securities, may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”)) with the written consent of the Company. Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderSecurities. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement (a) LICENSOR shall have a first right of refusal and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation option to purchase ("first right and option") in accordance with the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, provisions of this Section 15 in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: event that (i) the applicable Transferee shall execute a signature page LICENSEE intends to sell, assign or otherwise transfer or dispose of any of its rights and interest under this Agreement, substantially (ii) LICENSEE intends to issue any equity interests or rights to acquire equity interests of LICENSEE, or (iii) any equity holder of LICENSEE intends to sell, pledge, transfer, assign or in any other way whatsoever encumber or dispose of any equity interests or rights to acquire equity interests of LICENSEE. Any transaction described in this Section 15 is hereinafter referred to as a "Transfer" or collectively referred to as "Transfers", as the form context may require; provided, however, that the provisions of this Section 15 shall not apply to (1) an assignment of capital stock as collateral to commercial or institutional lender for the Purchaser’s signature page hereto (purpose of securing financing to develop or exploit the “Joinder Agreement”)rights granted hereunder, which but shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder applicable with respect to the Transferee Securitiesany transfer by such commercial or institutional lender, and references herein (2) an assignment of an equity interest to the “Purchaser” any company controlled by Xxxxx Xxxxx, but shall be deemed to refer to and include any such Transferee applicable with respect to any transfer by any company controlled by Xxxxx Xxxxx, (3) a sublicense and franchise of rights hereunder otherwise made or in accordance with the terms hereof. It is expressly understood and agreed that LICENSOR'S first right and option as provided for herein shall be applicable with respect to each and every successive transfer and, except with respect to a specific intended transfer as to which LICENSOR fails to exercise such Transferee first right and option, shall not be deemed waived by LICENSOR'S failure to its Transferee Securities; providedexercise, that (4) the sale of any representations, warranties, covenants and agreements ownership interests in LICENSEE to any of the Purchaser persons listed on Exhibit A attached hereto (which may be amended by mutual agreement of LICENSOR and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder AgreementLICENSEE, which reduction agreement shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entiretyunreasonably withheld), but only Schedule A and or (5) the Purchaser’s signature page hereto need be so amended and updated and executed by each sale of not more than 49% of the Purchaser ownership interests in LICENSEE, so long as Xxxxx Xxxxx and/or those persons listed on Exhibit A continue to own at least 51% of the ownership interests in LICENSEE in the aggregate and the Company upon the occurrence of any such transfer of Transferee Securitiesno ownership interests are held by persons who own, operate or control a Competitive Business.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 13, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Warrant Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement Upon the terms and subject to the conditions hereof on the Settlement Date, the Sole Shareholder hereby irrevocably grants to the Issuer, and the Issuer hereby acquires from the Sole Shareholder, an undivided participation interest in each Transferred Asset, which interest shall be understood to include all of the PurchaserSole Shareholder’s rights right, title, benefit and obligations hereunder (including interest in and to the Purchaser’s obligation Pro Rata Share of any interest accruing from and after the Settlement Date, any Interest Proceeds and Principal Proceeds to purchase the Forward Purchase Units) may extent provided in Section 2.02 and, to the extent permitted to be transferred under applicable law and under the applicable transfer document or assigned, at any time and from time to timeassignment agreement (or, in whole or in part, to one or more affiliates the case of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially Underlying Instrument that is in the form of a note, any chain of endorsement) executed and delivered in connection with a Transferred Asset, all claims, causes of action and any other right of the Purchaser’s signature page hereto Sole Shareholder (in its capacity as a lender under such documentation), whether known or unknown, against any Obligor or any of its affiliates, agents, representatives, contractors, advisors or other Person arising under or in connection with such documentation or that is in any way based on or related to any of the foregoing or the loan transactions governed thereby, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and purchased pursuant to this Agreement (each, a “Participation Interest” and, collectively, the “Joinder AgreementParticipation Interests”), which shall reflect upon the number of Forward Purchase Units terms and subject to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have conditions set forth in this Agreement. The Issuer hereby assumes all the same rights obligations and obligations liabilities of the Purchaser hereunder Sole Shareholder as lender with respect to or in connection with each related Participation Interest arising or occurring on or after the Transferee Securities, and references herein Settlement Date. The consideration for the transfer of the Participation Interests from the Sole Shareholder to the “Purchaser” Issuer shall consist of the consideration set forth in the Issuer Sale and Contribution Agreement. The purchase price for each Collateral Obligation sold pursuant to this Agreement shall be deemed equal to refer to the fair market value thereof as determined by the Sole Shareholder and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint Issuer and shall be made as on terms no less favorable to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon Issuer than the Issuer would then obtain in a Transfereecomparable arm’s execution and delivery length transaction with a person that is not an Affiliate. The Participation Interests are certain of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsClosing Date Participation Interests” referred to in the Issuer Sale and “Aggregate Purchase Price for Forward Purchase Units” on Contribution Agreement and in the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesIndenture.

Transfer. This Agreement 4.1. The Owner and all of the Purchaser’s rights Developer have agreed to sell and/or transfer and obligations hereunder (including the Purchaser’s obligation buyer abovenamed has agreed to purchase the Forward Purchase Units) may be transferred “said Unit”, more fully described in Schedule “C” hereunder written at or assigned, at any time for the consideration mentioned in Clause 5.1 hereunder written as also subject to the Buyer herein paying to the Developer various other amounts on account of Extras and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Deposits to be purchased determined by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights Developer as provided hereunder and obligations of the Purchaser hereunder with respect further subject to the Transferee Securities, Buyer observing and references herein to performing the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warrantiesvarious terms conditions, covenants and agreements stipulations herein recorded and on the part of the Purchaser Buyer to be observed and performed. 4.2. The sale and/or transfer in respect of the “said Unit” in favour of the Buyer would be subject to various, terms, conditions, covenants and stipulations herein mentioned. 4.3. The Owner and the Developer herein shall complete the sale and/or transfer in respect of the “said Unit” as per Clause 4.2 above by executing and registering an appropriate Deed of Conveyance/Transfer in favour of the Buyer herein. 4.4. The Buyer hereby agree and confirm that until and unless the Buyer herein has duly paid the said entire agreed consideration money and also the amounts on account Extras and Deposits to be determined by the Developer as mentioned in Clause 5 hereunder as also all other amounts payable by the Buyer as per this Agreement and has also duly observed and performed all his/her/their obligations under this Agreement and has also obtained appropriate Deed of Conveyance/ Transfer in respect of the “said Unit” duly executed and registered by the Owner and the Developer herein, the Buyer herein shall not be entitled to claim any such Transferee shall be several right in respect of the “said Unit”. 4.5. The Buyer hereby also agree and confirm that the sale and/or transfer of the “said Unit” in favour of the Buyer by the Owner and the Developer herein, will not joint create any right in favour of the Buyer over and shall be made in respect of the roof as also the parking spaces and other open spaces on the ground floor of the building, which would exclusively belong to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesOwner/Developer and/or their transferees.

Transfer. This Upon the sale and transfer on a Closing Date of Rights to Buyer in accordance with the terms of the relevant Operative Agreement and receipt by NYCDMS/447815.10 Seller of payment therefor in accordance with this Agreement, Buyer will acquire good and valid title to such Rights free and clear of all liens, pledges, encumbrances, charges or claims of any kind whatsoever (except that Buyer will be subject to the terms of the Purchaser’s rights and obligations hereunder (including Fund Documents applicable to Buyer as a continuing Limited Partner after the Purchaser’s obligation applicable Closing Date) and, subject to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates receipt of the Purchaser Required Consents (each such transfereeas defined below in Section 3(e)), the performance by Buyer of its undertakings under Section 5(b) hereof and the satisfaction of the conditions in Section 6(b) hereof, will be admitted directly as a substituted limited partner, member or other appropriate equity holder (collectively, a “TransfereeLimited Partner”)) of the Funds related to such Rights. Upon (Buyer and Seller hereby agree that, if, for any reason with respect to any Right, the Required Consents cannot be obtained in order to sell such assignment: Right to Buyer as contemplated herein and to make Buyer a Limited Partner in the Fund related to such Right, then Seller shall, to the extent permitted by the applicable Fund Documents of such Fund, transfer to Buyer, against receipt by Seller of payment therefor in accordance with this Agreement, good and valid title to the following economic entitlements and rights relating to such Right free and clear of all liens, pledges, encumbrances, charges or claims of any kind whatsoever and subject to the following obligations and undertakings of Buyer and Seller with respect thereto: (i) the right of Buyer to receive from Seller, and the obligation of Seller to pay or deliver to Buyer, all distributions of cash or property made by the related Fund and received by Seller after the applicable Transferee Closing Date in respect of such Right without set-off, deduction or diminution of any kind, provided that (A) Buyer shall execute a signature page be obligated to this Agreementdisgorge, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”)reimburse, which shall reflect the number of Forward Purchase Units refund or repay any such distributions to be purchased by such Transferee (the “Transferee Securities”)Seller upon its written demand if Seller is required to disgorge, andreimburse, upon such execution, such Transferee shall have all refund or repay the same rights to the related Fund, and obligations of the Purchaser hereunder (B) Buyer enters into any agreements with respect to the Transferee Securitiesproperty distributions as Seller may reasonably require in order for Seller to comply with applicable transfer restrictions, agreements and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements Fund Documents of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transfereerelated Fund, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery the right of a Joinder Agreement, Buyer to direct the number of Forward Purchase Units Seller how to be purchased by vote such Right on any issue as to which the Purchaser hereunder shall be reduced by related Fund solicits the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each view of the Purchaser and the Company upon the occurrence holders of any such transfer of Transferee Securities.its partnership or other membership interests, NYCDMS/447815.10

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to the Securities Act; provided, however, that a Holder must obtain the prior written consent of the Company in order to transfer Warrants representing the right to purchase less than 100,000 shares of Warrant Stock. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement Subject to compliance with the Securities Act and the applicable rules and regulations promulgated thereunder and the receipt by the Company of the applicable transfer tax, this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may shall be transferred or assigned, at any time and from time to time, transferable in whole or in part; PROVIDED, HOWEVER, that prior to one or more affiliates July 26, 2004 (the expiration of the Purchaser (each 24 Month Clawback), this Warrant or any portion hereof may not be transferred to a third party unless simultaneously therewith all or a pro rata portion, as the case may be, of the Detachable Warrant is also transferred to such transfereethird party. Any such transfer shall be made at the Designated Office, a “Transferee”). Upon any such by the Holder in person or by its duly authorized attorney, upon surrender of this Warrant together with an assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of ANNEX B hereto, properly endorsed, and promptly thereafter a new Warrant shall be issued and delivered by the Purchaser’s signature page hereto Company, registered in the name of the assignee. Until registration of transfer hereof on the books of the Company, the Company may treat the registered Holder of this Warrant as the owner hereof for all purposes. If, at the time of any transfer or exchange (other than a transfer or exchange not involving a change in the “Joinder Agreement”)beneficial ownership of this Warrant or Warrant Shares) of this Warrant or Warrant Shares, which this Warrant or Warrant Shares shall reflect not be registered under the number Securities Act, the Company may require, as a condition of Forward Purchase Units allowing such transfer or exchange and at the expense of the Company, that the Holder or transferee of this Warrant or Warrant Shares, as the case may be, furnish to the Company an opinion of counsel reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be purchased effected without registration under the Securities Act. In lieu of such opinion the Company may require a certification and/or other information reasonably satisfactory to it. The certificates evidencing the Warrant Shares issued on the exercise of this Warrant shall, if such Warrant Shares are being sold or transferred without registration under the Securities Act, bear a legend to the effect that the Warrant Shares evidenced by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall certificates have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be been so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiesregistered.

Transfer. This Agreement Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted, but not to exceed $1,000.00 without Tenant’s prior consent. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (i) Hazardous Materials used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law by the Tenant or the proposed Subtenant or Assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1B, and (ii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the Purchaser’s rights and other obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased performed by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee Tenant hereunder. The acceptance of rent by Landlord from any person shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall not be deemed to refer to and include be a waiver by Landlord of any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements provision of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units this Lease nor to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units a consent to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesTransfer.

Transfer. This Agreement If Tenant exercises the Purchase Option with respect to a Parcel, the purchase and all sale of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may Parcels shall be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignmentconsummated as follows: (i) Landlord shall grant and convey the applicable Transferee shall execute Parcels to Tenant, its authorized agent or assignee, pursuant to a signature page duly executed and acknowledged assignment and assumption of leasehold interest (as to this Agreement, substantially in the form of Land) and a grant deed as to the Purchaser’s signature page hereto Parcels (collectively herein the “Joinder AgreementDeed”), free and clear of all liens, encumbrances, deeds of trust, mortgages, rights-of-way and restrictive covenants or conditions, of record, placed against the Parcels by Landlord except for (A) the Permitted Title Exceptions (but not the Security Instruments), and (B) any UCC-1 filed or recorded which evidences security interests encumbering the Parcels or any part thereof in favor of Landlord, which security interests Landlord shall reflect the number of Forward Purchase Units cause to be purchased by such Transferee released so that they no longer affect the Parcels (the “Transferee SecuritiesLandlord Liens”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and. (ii) The Purchase Price shall be paid to Landlord upon a Transferee’s execution and delivery of a Joinder Agreementthe Deed and any other documents reasonably requested by Tenant (the “Additional Documents”) to evidence the transfer of the Parcels subject to the Permitted Title Exceptions (excluding the Security Instruments, and any UCC-1 filed or recorded which evidences security interests encumbering the number Parcels or any part thereof in favor of Forward Purchase Units Landlord, which security interests Landlord shall cause to be purchased by released so that they no longer affect the Purchaser hereunder shall be reduced by Parcels). In the total number of Forward event that Tenant elects to assign the Purchase Units to be purchased by the applicable Transferee Option pursuant to Section 20.1(d) below, and Tenant’s assignee pays an amount less than the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward the Parcels, Tenant shall pay to Landlord any excess of the Purchase Units” Price over the amount paid by such assignee. Landlord shall deliver the Deed and the Additional Documents to Tenant or Tenant’s assignee on the Purchaserdate for closing specified by Tenant in the Purchase Option Exercise Notice. The closing shall take place at the location and in the manner reasonably set forth by Tenant or Tenant’s signature page hereto Assignee in the Purchase Option Exercise Notice; provided that the date of closing shall occur no later than the last day of the Term of the Lease. (iii) If Landlord shall fail to reflect such reduced number remove all Landlord Liens within the time herein prescribed for the delivery of Forward Purchase Unitsthe Deed, then Tenant shall have the right (in addition to all other rights provided by law or in equity) by a written notice to Landlord: (1) to extend the time (notwithstanding the Expiration Date of this Lease) in which Landlord shall remove all Landlord Liens and deliver the Purchaser Deed and Additional Documents, during which extension this Lease shall remain in full force and effect, except Tenant shall be fully and unconditionally released from its obligation to purchase pay Base Rent and Additional Rent during the extension; (2) to accept delivery of the Deed and Additional Documents subject to such Transferee Securities hereunder. For Landlord Liens not cleared by Landlord; or (3) to accept delivery of the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A Deed and the Purchaser’s signature page hereto need Additional Documents and if any Landlord Lien is curable by the payment of money, Tenant may make such payment and such payment shall be so amended a credit against the Purchase Price in favor of Tenant. (iv) Base Rent shall be prorated and updated paid and executed by each all Additional Rent which is then due and payable shall be paid as of the Purchaser date title to the Parcel is vested of record in Tenant. Tenant shall pay the escrow fees; the recorder’s fee for recording the Deed; the premium for the title insurance policy; all documentary transfer taxes; Tenant’s attorneys’ fees; Landlord’s reasonable attorneys’ fees; all other costs and expenses incurred by Tenant in consummating the Company upon the occurrence of any such transfer of Transferee Securitiesthe Parcel; and all reasonable expenses (except as specified in the next sentence) incurred by Landlord in consummating the transfer of the Parcel pursuant to this Section 20.1. Landlord shall pay the costs and expenses of removing Landlord Liens.

Transfer. This Agreement and all of the Purchaser’s rights and obligations of each Purchaser hereunder (including the such Purchaser’s obligation to purchase the Forward Backstop Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the such Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page Exhibit A hereto (the “Joinder Agreement”), which shall reflect the number of Forward Backstop Purchase Units Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Purchasers hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Purchasers and any such Transferee shall be several and not joint and shall be made as to the a Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Backstop Purchase Units Shares to be purchased by the Purchaser Purchasers hereunder shall be reduced pro rata by the total number of Forward Backstop Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Purchasers and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Unitstransfer, and the Purchaser Purchasers shall be fully and unconditionally released from its their respective obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need needs be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Convertible Note may be transferred on the books of --------- the Borrower by the registered Holder hereof, or assignedby Holder`s attorney duly authorized in writing, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: only upon (i) delivery to the applicable Transferee Borrower of a duly executed assignment of the Convertible Note, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Convertible Note to the Borrower for issue of a replacement Convertible Note, or Convertible Notes, in the name of the new Holder, (ii) the designation by the new Holder of the Lender`s agent for notice, such agent to be the sole party to whom Borrower shall execute a signature page be required to this provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Convertible Note, the Loan Agreement, substantially in the form or other Loan Documents; and any action, consent or waiver, (other than a compromise of the Purchaser’s signature page hereto (the “Joinder Agreement”principal and interest), which shall reflect the number of Forward Purchase Units to be purchased when given or taken by such Transferee (the “Transferee Securities”)Lender`s agent for notice, and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements be the action of the Purchaser holders of a majority in amount of the Principal Amount of the Convertible Notes, as such holders are recorded on the books of the Borrower, and any such Transferee shall be several and (iii) in compliance with the legend to read "The Securities represented by this Convertible Note have not joint been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be made sold, hypothecated, donated or otherwise transferred unless the Borrower shall have received an opinion of Legal Counsel for the Borrower, or such other evidence as may be satisfactory to Legal Counsel for the Borrower, to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of effect that any such transfer shall not require registration under the Act and the State Acts." The Borrower shall be entitled to treat any holder of Transferee Securitiesrecord of the Convertible Note as the Holder in fact thereof and of the Convertible Note and shall not be bound to recognize any equitable or other claim to or interest in this Convertible Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Texas.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Note may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates on the books of the Purchaser (each such transfereeBorrower by the registered Holder hereof, a “Transferee”). Upon any such assignment: or by Holder's attorney duly authorized in writing, only upon (i) delivery to the applicable Transferee Borrower of a duly executed assignment of the Note, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Note to the Borrower for issue of a replacement Note, or Notes, in the name of the new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall execute a signature page be required to this provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Note, the Loan Agreement, substantially in the form or other Loan Documents; and any action, consent or waiver, (other than a compromise of the Purchaser’s signature page hereto (the “Joinder Agreement”principal and interest), which shall reflect the number of Forward Purchase Units to be purchased when given or taken by such Transferee (the “Transferee Securities”)Lender's agent for -------------------------------------------------------------------------------- Page 3 Issuer's Initial___________ notice, and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements be the action of the Purchaser holders of a majority in amount of the Principal Amount of the Notes, as such holders are recorded on the books of the Borrower, and any such Transferee shall be several and (iii) in compliance with the legend to read "The Securities represented by this Note have not joint been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be made sold, hypothecated, donated or otherwise transferred unless the Borrower shall have received an opinion of Legal Counsel for the Borrower, or such other evidence as may be satisfactory to Legal Counsel for the Borrower, to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of effect that any such transfer shall not require registration under the Act and the State Acts." The Borrower shall be entitled to treat any holder of Transferee Securitiesrecord of the Note as the Holder in fact thereof and of the Note and shall not be bound to recognize any equitable or other claim to or interest in this Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Texas.

Transfer. This Agreement and all All of the Purchaser’s Purchasers’ rights and obligations hereunder with respect to the Additional Purchase (including the Purchaser’s obligation Purchasers’ right to purchase exercise the Forward Purchase UnitsAdditional Purchase) may be transferred or assigned, at any time and from time to time, time and in whole or in part, to one or more affiliates of the Purchaser any entity that is managed by Pershing Square Capital Management, L.P., but not to other third parties (each such transfereetransferee or assignee, a “Transferee”). Upon any such transfer or assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s Purchasers’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Purchasers hereunder with respect to the Transferee Securities, and references herein to the “PurchaserPurchasers” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Purchasers and any such Transferee shall be several and not joint and shall be made as to the Purchaser Purchasers or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units permitted to be purchased by the Purchaser Purchasers in the Additional Purchase hereunder shall be reduced by the total number of Forward Purchase Units permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Purchasers and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Units (Additional Purchase)”, and “Aggregate Purchase Price for Forward Purchase UnitsUnits (Additional Purchase)” on the Purchaser’s Purchasers’ signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s Purchasers’ signature page hereto need be so amended and updated and executed by each of the Purchaser Purchasers and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment; provided that: (i) the applicable Transferee shall execute and deliver to the Company a signature page to this Agreement, substantially in the form of the Purchaser’s signature page Exhibit A hereto (the “Joinder AgreementTransferee Joinder”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder AgreementTransferee Joinder, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder AgreementTransferee Joinder, which reduction shall be evidenced by the Purchaser Purchaser, the Transferee and the Company Company, as applicable, amending Schedule A Exhibit B to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities; provided, and that the Purchaser shall not be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderhereunder unless and until the Transferee satisfies it obligation in full to purchase the number of Forward Purchase Shares and Forward Purchase Warrants set forth in the Transferee Joinder and on the terms and conditions set forth in this Agreement; provided, further, that the Company’s and F45’s sole recourse under this Section 4(b)(ii) shall be against Purchaser. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A Exhibit B and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser Purchaser, the Transferee and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Upon the terms and all of subject to the Purchaser’s rights conditions hereof: ||| (a) On the Settlement Date, the Transferor and obligations hereunder (including the Purchaser’s obligation Transferee hereby agree to purchase the Forward Purchase Units) may be transferred or assignedeffect each Transfer, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignmentaccordingly: (i) with respect to each Contributor Participation, the Transferor irrevocably grants and conveys to the Transferee, and the Transferee acquires from the Transferor, an undivided 100% participation interest in such Contributor Participation, which interest shall be understood to include any rights to any payment or other periodic distributions accruing from and including the Settlement Date as provided in Section 1.02 (“Income Collections”) and, to the extent permitted to be transferred under applicable law and under the applicable Transferee shall execute credit documentation executed and delivered in connection with a signature page Contributor Participation, all claims, causes of action and any other right of the Transferor (in its capacity as a lender under any credit documentation executed and delivered in connection with a Contributor Participation), whether known or unknown, against any obligor or any of its affiliates, agents, representatives, contractors, or advisors or any other Person arising under or in connection with such documentation or that is in any way based on or related to any of the foregoing or the loan transactions governed thereby, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and purchased pursuant to this Agreement (each, a “Participation Interest”, and collectively, the “Participation Interests”), in each case upon the terms and subject to the conditions set forth in this Agreement, substantially in and with effect on and after the form of the Purchaser’s signature page hereto (the “Joinder Agreement”)Settlement Date, which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein agrees to reimburse the “Purchaser” shall be deemed to refer to and include any such Transferee Transferor for all amounts paid by the Transferor in respect of each Contributor Participation in accordance with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself onlyapplicable Underlying Instruments; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreementexcept as set forth in Section 1.01(a)(i), the number of Forward Purchase Units Transferor agrees to be purchased by responsible for, and assumes and agrees to timely perform and comply with in all material respects, all obligations and liabilities of the Purchaser hereunder Transferor relating to Participation Interests arising or occurring on or after the Settlement Date. (b) Until the Elevation occurs for each Contributor Participation, Transferor shall be reduced by hold title to each of the total number Contributor Participations for the benefit of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreementextent of the Participation Interests. The Participation Interests hereunder are included in the Closing Date Participations referred to in the Indenture. (c) The Transferee agrees that on the Settlement Date, which reduction the Transferee shall be evidenced by pay to the Purchaser and Transferor the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on each such Contributor Participation in the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each lawful currency of the Purchaser and United States by wire transfer in immediately available funds to an account with the Company upon account details set forth on Annex B hereto. (d) The agreed Purchase Price of each Contributor Participation is set forth on Annex A hereto. (e) It is the occurrence express intent of any such transfer the parties that contribution of the Participation Interests by the Transferor to the Transferee Securitieshereunder be treated, for all purposes as, a true contribution or true participation by the Transferor of the Participation Interests.

Transfer. The Company shall register the transfer of any Warrants in the Register, upon surrender of this Warrant Certificate with the Form of Assignment attached hereto duly completed and signed to the Company, at the office specified in or pursuant to Section 2.3 hereof. This Agreement Warrant and the shares of Common Stock issuable hereunder shall not be sold, transferred, pledged or hypothecated in the United States unless the proposed disposition is the subject of a currently effective registration statement under the Securities Act or unless the Company has received an opinion of U.S. counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such disposition. In the case of such a sale, transfer, pledge or hypothecation in the United States, or in the event of the exercise hereof, if the Warrant Stock so acquired is not registered under the Securities Act, the Company may require a written statement that the Warrant or Warrant Stock, as the case may be, are being acquired for investment and not with a view to the distribution thereof, and any certificate representing Warrant Stock issued pursuant to such exercise shall bear a legend in substantially the form set forth on the face hereof. Subject to the first two sentences of this Section, this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timeare transferable, in whole or in part, to one at the office or more affiliates agency of the Purchaser (each such transfereeCompany by the registered holder thereof in person or by a duly authorized attorney, a “Transferee”)upon surrender of this Warrant together with an assignment hereof properly endorsed. Until transfer hereof on the registration books of the Company, the Company may treat the existing registered holder hereof as the owner hereof for all purposes. Any transferee of this Warrant and any rights hereunder, by acceptance thereof, agrees to assume all of the obligations of Xxxxxx and to be bound by all of the terms and provisions of this Warrant. Upon any such assignment: (i) the applicable Transferee shall execute registration of transfer, a signature page to this Agreementnew Warrant Certificate, in substantially in the form of this Warrant Certificate, evidencing the Purchaser’s signature page hereto (the “Joinder Agreement”), which Warrants so transferred shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect issued to the Transferee Securitiestransferee and a new Warrant Certificate, and references herein in similar form, evidencing the remaining Warrants not so transferred, if any, shall be issued to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiesthen registered holder thereof.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or assignedits legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i) in the case of Certificated Subscription Receipts, surrendering to the Subscription Receipt Agent at any time the principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A” attached hereto); (ii) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the principal office instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent; (iii) in the case of CDS Subscription Receipts, compliance with Applicable Procedures prescribed by the Depository under the book entry registration system; and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignmentiv) compliance with: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in conditions herein; (ii) such reasonable requirements as the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself onlySubscription Receipt Agent may prescribe; and (iiiii) upon a Transferee’s execution all applicable securities laws and delivery requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Joinder AgreementCertificated Subscription Receipt, a Subscription Receipt Certificate representing the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant Subscription Receipts transferred, and to the applicable Joinder Agreementtransferee of an Uncertificated Subscription Receipt, which reduction an Uncertificated Subscription Receipt (or it shall be evidenced by Authenticate and deliver a Certificated Subscription Receipt instead, upon request) representing the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSubscription Receipts transferred, and the Purchaser transferee of a CDS Subscription Receipt shall be fully recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need will not be amended noted on the register maintained by the Subscription Receipt Agent. The Subscription Receipt Agent will promptly advise the Company of any requested transfer of Subscription Receipts. Notwithstanding the foregoing, the Company will be entitled, and restated may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in its entiretythis Section 4.1(b), but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each if such transfer would constitute a violation of the Purchaser and applicable securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of the Company upon the occurrence of any such transfer of Transferee Securitiesor this Agreement.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the Purchaser’s rights and obligations hereunder surrender of this Warrant in connection with any transfer of this Warrant of the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (including i) that the Purchaser’s obligation Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to purchase the Forward Purchase Units) Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be transferred made without registration under the Securities Act, (ii) that the Holder or assigned, at any time transferee execute and from time deliver to timethe Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all rights hereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein to this Warrant shall promptly be cancelled. Following a transfer that complies with the “Purchaser” shall requirements of this Section 3.1, the Warrant may be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCompany.

Transfer. This Agreement (a) Except as otherwise specifically provided herein or in the Deed of Trust, Borrower and all endorsers, guarantors, sureties, accommodation parties hereof and all other persons liable or to become liable for all or any part of this indebtedness agree that if the Property or any part thereof or interest therein is sold, assigned, transferred, conveyed, encumbered, hypothecated, mortgaged or otherwise alienated by Borrower (excepting leases in the ordinary course of managing income property, transfers of personal property authorized herein and purchase money encumbrances of personalty) whether voluntarily, involuntarily or by operation of law, without the prior written consent of Lender, then Lender, at its option, may declare the Note to be forthwith due and payable. (b) In the event of a transfer of title without the prior written approval of Xxxxxx, Lender may, without notice to Borrower, waive such default and deal with such successor or successors in interest in the Property in the same manner as with Xxxxxxxx, without in any way releasing, discharging or otherwise affecting the liability of Borrower, the endorsers, guarantors, sureties, accommodation parties hereof and all other persons liable or to become liable for all or any part of this indebtedness. No sale of the Purchaser’s rights Property, no forbearance on the part of Lender, no extension of the time for the payment of the indebtedness or any change in the terms of this Note or the Security Documents consented to by Lender and obligations hereunder (including Borrower shall in any way whatsoever operate to release, discharge, modify, change or affect the Purchaser’s obligation original liability of Borrower and all such persons liable or to purchase the Forward Purchase Units) may be transferred become liable for all or assignedany part of this indebtedness, at any time and from time to time, either in whole or in part. (c) Borrower shall not voluntarily, to one involuntarily or more affiliates by operation of law sell, assign, transfer or otherwise dispose of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially collateral identified in the form Security Documents (the "Collateral") or any interest therein and shall not otherwise do or permit anything to be done or occur that may impair the Collateral as security under the Security Documents except so long as no Event of Default exists under the Security Documents, Borrower shall be permitted to sell or otherwise dispose of the Purchaser’s signature page hereto (Collateral when inadequate, unserviceable or unnecessary for use in the “Joinder Agreement”), which shall reflect operation of the number Property or in the conduct of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), andbusiness of Borrower, upon such execution, such Transferee shall have all replacing the same rights or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and obligations in such a manner so that said Collateral shall be subject to the security interest created by the Security Documents and so that the security interest of Lender shall be the first priority security interest in said Collateral. In the event the Collateral is sold in connection with the sale of the Purchaser hereunder with respect to Property, Borrower shall require, as a condition of the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; providedsale, that any representations, warranties, covenants and agreements the buyer specifically agree to assume (preserving the exculpation provisions appearing at the end of the Purchaser and any such Transferee shall be several and not joint and shall be made this Note) Borrower's obligations as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased security interest granted by the Purchaser hereunder shall be reduced Security Documents and to execute whatever agreements and filings are deemed necessary by Lender to maintain its perfected security interest in the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesCollateral.

Transfer. This Pursuant to the last sentence of Section 8.6(a) of the Credit Agreement, Assignor hereby assigns to Assignee (without representation or warranty to Assignee and without Assignee having recourse against Assignor as a result of such assignment), and Assignee hereby assumes, a constant ____% of each of the Assignor's Commitments (such term used throughout this Agreement and without giving effect to any B Reduction) to the Borrower under the Credit Agreement, such assignment from Assignor to Assignee being [all of Assignor's Commitments to the Purchaser’s rights Borrower][$___________ of Assignor's $____________ Commitment to the Borrower] (the amount of such Commitment to the Borrower so assigned is called the "Assigned Portion" of such Commitment). [The Assignee is already a Bank under the Credit Agreement with a Commitment of $___________ to the Borrower prior to the assumption contemplated hereby.] [The Assignee is hereby approved by the Agent [and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates Borrower] for purposes of the Purchaser (each assignment and assumption contemplated hereby.] As contemplated by such transfereeSection 8.6, a “Transferee”). Upon any such assignmentit is hereby agreed that: (i) the applicable Transferee shall execute Assignor is hereby released from all of its obligations under the Credit Agreement with respect to or arising as a signature page to this Agreement, substantially in the form result of the Purchaser’s signature page hereto Assigned Portions of its Commitment assigned hereby; (ii) the “Joinder Agreement”)Assignee hereby becomes obligated for the Assigned Portions of such Commitment and all other obligations of the Assignor (including, which shall reflect without limitation, obligations to the number Agent under Section 7.5 of Forward Purchase Units the Credit Agreement or otherwise) under the Credit Agreement with respect to be purchased by or arising as a result of the Assigned Portions of such Transferee Commitments; (iii) the “Transferee Securities”), and, upon such execution, such Transferee shall have all Assignee is hereby assigned the same right to vote or consent under the Credit Agreement and the other rights and obligations of the Purchaser hereunder with respect Assignor under the Credit Agreement, in each case to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements extent of the Purchaser and any Assigned Portions of such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; andCommitment; (iiiv) upon a Transferee’s The Borrower, contemporaneously with its execution and delivery hereof, will deliver, in replacement of the A Note of the Assignor currently outstanding [(and in replacement of Assignee's existing $___________ A Note)] (a) to the Assignee, a Joinder Agreementnew A Note in the amount of $____________ [(and the Assignee agrees to cancel and return to the Borrower, with reasonable promptness following such delivery, the number A Note of Forward Purchase Units the Assignee being replaced thereby)], (b) to be purchased the Assignor, a new A Note in the amount of $____________ (and the Assignor agrees to cancel and return to the Borrower, with reasonable promptness following delivery of such new A Note, the A Note of the Assignor being replaced thereby), and (c) to the Agent, photocopies of all such new A Notes and of all such canceled A Notes; (v) inasmuch as there are currently no outstanding A Advances, no transfer of A Advances is hereby made]; (vi) $__________ of the Assignor's outstanding A Advances to the Borrower are hereby transferred to the Assignee, which amounts represent [the aggregate amount of all of the Assignor's outstanding A Advances to the Borrower respectively,] [the amount of the assigned portions of the outstanding A Advances of the Assignor to the Borrower being hereby assigned to Assignee a portion of each such A Advance with the assigned portion of each such A Advance being equal to the amount of such A Advance multiplied by a fraction, the numerator of which is the amount of the Assignor's Commitments assumed hereby by the Purchaser hereunder shall be reduced by Assignee and the total number denominator of Forward Purchase Units which is the amount of the Assignor's Commitments (without giving effect to be purchased by any B Reduction) immediately prior to such assumption]; [and] (vii) the applicable Transferee pursuant Assignee hereby confirms that it is a party to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Credit Agreement as a Bank and the Company amending Schedule A agrees that after giving effect to this Agreement its Commitments will be $_______________ to reflect each transfer the Borrower; [and] (viii) the Assignee hereby specifies the following offices as its Applicable Lending Offices under the Credit Agreement: Domestic Eurodollar Lending Office Lending Office -------------- -------------- Attention: Attention: -------------- ---------------- Telephone: Telephone: -------------- ---------------- Telecopy: Telecopy: --------------- ----------------- Answerback: Answerback: ------------- --------------- (ix) the Assignee hereby specifies the following as its address for notices and updating communications under the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.Credit Agreement: [Assignee] Attention: ------------------------ Telephone: ------------------------ Telecopy: ------------------------- Answerback: ] -----------------------

Transfer. This Agreement and all Transfers of this Purchase Warrant or any of the Purchaser’s rights Shares to others may be made subject to compliance with or exemptions from applicable securities laws In order to make any assignment of this Purchase Warrant, the Holder must deliver to the Company the assignment form attached hereto duly executed and obligations hereunder completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (including 5) Business Days transfer this Purchase Warrant on the Purchaser’s obligation books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the Forward aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. Notwithstanding the foregoing, this Purchase UnitsWarrant or portion hereof, if properly assigned in accordance herewith, may be exercised by the assignee for the purchase of Shares without having received a new Purchase Warrant or Purchase Warrants. Neither this Purchase Warrant nor any of the Shares shall be transferred unless and until: (a) the Company has received the opinion of counsel for the Holder that the securities may be transferred or assignedpursuant to an exemption from registration under the Securities Act of 1933, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto as amended (the “Joinder AgreementSecurities Act”)) and applicable state securities laws, the availability of which shall reflect is established to the number reasonable satisfaction of Forward Purchase Units to be purchased by such Transferee the Company (the “Transferee Securities”), and, upon such execution, such Transferee shall have all Company hereby agreeing that the same rights and obligations opinion of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements satisfactory evidence of the Purchaser and any such Transferee shall be several and not joint and shall be made as availability of an exemption), or (b) a registration statement or a post-effective amendment to a registration statement relating to the Purchaser or any offer and sale of such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased securities has been filed by the Purchaser hereunder shall be reduced Company and declared effective by the total number of Forward Purchase Units to be purchased by the Commission and compliance with applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiesstate securities law has been established.

Transfer. This Agreement and all of the Purchaser’s Purchasers’ rights and obligations hereunder (including the Purchaser’s Purchasers’ obligation to purchase the Forward Purchase UnitsShares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s Purchasers’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser Purchasers hereunder with respect to the Transferee Securities, and references herein to the “PurchaserPurchasers” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser Purchasers and any such Transferee shall be several and not joint and shall be made as to the Purchaser Purchasers or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units Shares to be purchased by the Purchaser Purchasers hereunder shall be reduced by the total number of Forward Purchase Units Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser Purchasers and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase UnitsShares” and “Aggregate Purchase Price for Forward Purchase UnitsShares” on the Purchaser’s Purchasers’ signature page hereto to reflect such reduced number of Forward Purchase UnitsShares, and the Purchaser Purchasers shall be fully and unconditionally released from its their obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s Purchasers’ signature page hereto need be so amended and updated and executed by each of the Purchaser Purchasers and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) Debenture may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates on the books of the Purchaser (each such transfereeBorrower by the registered Holder hereof, a “Transferee”). Upon any such assignment: or by Holder's attorney duly authorized in writing, only upon (i) delivery to the applicable Transferee Borrower of a duly executed assignment of the Debenture, or part thereof, to the proposed new Holder, along with a current notation of the amount of payments received and net Principal Amount yet unfunded, and presentment of such Debenture to the Borrower for issue of a replacement Debenture, or Debentures, in the name of the new Holder, (ii) the designation by the new Holder of the Lender's agent for notice, such agent to be the sole party to whom Borrower shall execute a signature page be required to this provide notice when notice to Lender is required hereunder and who shall be the sole party authorized to represent Lender in regard to modification or waivers under the Debenture, the Loan Agreement, substantially in the form or other Loan Documents; and any action, consent or waiver, (other than a compromise of the Purchaser’s signature page hereto (the “Joinder Agreement”principal and interest), which shall reflect the number of Forward Purchase Units to be purchased when given or taken by such Transferee (the “Transferee Securities”)Lender's agent for notice, and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements be the action of the Purchaser holders of a majority in amount of the Principal Amount of the Debentures, as such holders are recorded on the books of the Borrower, and any such Transferee shall be several and (iii) in compliance with the legend to read "The Securities represented by this Debenture have not joint been registered under the Securities Act of 1933, as amended ("Act"), or applicable state securities laws ("State Acts") and shall not be made sold, hypothecated, donated or otherwise transferred unless the Company shall have received an opinion of Legal Counsel for the Company, or such other evidence as may be satisfactory to Legal Counsel for the Company, to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of effect that any such transfer shall not require registration under the Act and the State Acts." The Borrower shall be entitled to treat any holder of Transferee Securitiesrecord of the Debenture as the Holder in fact thereof and of the Debenture and shall not be bound to recognize any equitable or other claim to or interest in this Debenture in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Texas.

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser third parties (each such transferee, a “Transferee”). Upon any such assignment; provided that: (i) the applicable Transferee shall execute and deliver to the Company a signature page to this Agreement, substantially in the form of the Purchaser’s signature page Exhibit A hereto (the “Joinder AgreementTransferee Joinder”), which shall reflect the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder AgreementTransferee Joinder, the number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder AgreementTransferee Joinder, which reduction shall be evidenced by the Purchaser Purchaser, the Transferee and the Company Company, as applicable, amending Schedule A Exhibit B to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities; provided, and that the Purchaser shall not be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunderhereunder unless and until the Transferee satisfies it obligation in full to purchase the number of Forward Purchase Shares and Forward Purchase Warrants set forth in the Transferee Joinder and on the terms and conditions set forth in this Agreement; provided, further, that the Company’s and LiveVox’s sole recourse under this Section 4(c)(ii) shall be against Purchaser. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A Exhibit B and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser Purchaser, the Transferee and the Company upon the occurrence of any such transfer of Transferee Securities.

Transfer. This Agreement Tenant shall not do any of the following (collectively referred to herein as a "Transfer"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys' fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord's consent is granted, in an amount not to exceed $1,500.00. Landlord's reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord's behalf of (i) Hazardous Materials used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law by the Tenant or the proposed Subtenant or Assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same terms and conditions as stated in Tenant's notice given to Landlord pursuant to Section 14.1B, and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord's consent, after the expiration of any applicable notice and cure period, shall constitute an Event of Tenant's Default and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the Purchaser’s rights and other obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased performed by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee Tenant hereunder. The acceptance of rent by Landlord from any person shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall not be deemed to refer to and include be a waiver by Landlord of any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements provision of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units this Lease nor to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units a consent to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee SecuritiesTransfer.

Transfer. This Agreement The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to the Securities Act; provided, however, that a Holder must obtain the prior written consent of the Company in order to transfer Warrants representing the right to purchase less than 100,000 shares of Warrant Stock. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to timehereunder, in whole or in part, to one or more affiliates in accordance with the foregoing provisions, shall be registered on the books of the Purchaser (each Company to be maintained for such transfereepurpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to written assignment of this Agreement, Warrant substantially in the form of Exhibit B hereto duly executed by the Purchaser’s signature page hereto (Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the “Joinder Agreement”), which shall reflect the number making of Forward Purchase Units to be purchased by such Transferee (the “Transferee Securities”), transfer. Upon such surrender and, upon such executionif required, such Transferee payment, the Company shall have all execute and deliver a new Warrant or Warrants in the same rights and obligations name of the Purchaser hereunder with respect assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Transferee Securitiesassignor a new Warrant evidencing the portion of this Warrant not so assigned, and references herein this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 3.1, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. In connection with any transfer of this Warrant after the Registration Statement (as defined in the Registration Rights Agreement) is declared effective under the Securities Act, the Holder or transferee of this Warrant shall reimburse the Company for its reasonable out of pocket costs in connection with such transfer (including without limitation the reasonable attorneys fees for preparing and filing a prospectus supplement with the SEC and/or delivering an updated opinion letter to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each Seller's transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securitiesagent).

Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase UnitsSecurities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser Purchaser, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the maximum number of Forward Purchase Units Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Units Securities to be purchased by the Purchaser hereunder shall be reduced by the total maximum number of Forward Purchase Units Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Maximum Number of Forward Purchase UnitsSecurities” and “Aggregate Purchase Price for Forward Purchase UnitsSecurities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase UnitsSecurities, and each of the Purchaser Transferee’s and the Purchaser’s purchase obligations shall be fully and unconditionally released from its obligation subject to purchase such Transferee Securities hereunderallocation pursuant to Section 1(a)(iv) herein. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.