of such Profit, with the remainder of the Profit paid back to the Assignee (the "Carried Interest to Assignor") upon Assignee's exit.

1.2 Adjustment. If at any time the Underlying Securities so assigned of Economic Interest by Assignor to Assignee is increased or decreased by a consolidation, combination, subdivision, or reclassification or other similar event regarding the Underlying Securities, then, as of the effective date of such consolidation, combination, subdivision, reclassification, or similar event, the Underlying Securities shall be adjusted in proportion to such increase or decrease accordingly.

1.3 No Member Status. Assignee acknowledges and agrees that he/she is not a member of Assignor and has no membership rights to Assignor, including without limitation, to vote on matters of Assignor or any right of redemption. Assignee also acknowledges and agrees that he/she is not the owner and does not hold title to the Underlying Securities and shall have no right to vote with respect to the Underlying Securities.

1.4 No Value Guarantee by Assignor; No Legal or Investment Advice from Assignor. Assignee acknowledges and agrees that the Economic Interest so assigned to Assignee under this Agreement is of no value guarantee by Assignor or the member(s) of Assignor whatsoever. The value of the Economic Interest so assigned under this Agreement to Assignee may fluctuate according to market conditions that are out of the control of Assignor or the member(s) of Assignor.

Assignee has reviewed and expressly agreed to the Risk Factors disclosed in Exhibit B (Risk Factors). Assignee has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his/her own legal counsel and investment and tax advisors. Except for any statements or representations of Assignor made in this Agreement, Assignee is relying solely on his or her own counsel and advisors with respect to this investment, the transactions contemplated by this Agreement, or the securities laws of any jurisdiction.

2. Representations and Warranties of Assignor.

Assignor represents and warrants to, and agrees with Assignee that:

2.1 Power and Authority. Assignor hereby agrees to take all actions necessary for Assignor to comply with its obligations under this Agreement. Assignor possesses all requisite power and authority to enter into this Agreement and to perform all of the obligations required to be performed by Assignor hereunder.

2.2 Authority. This Agreement has been duly executed and delivered by Assignor and (assuming due authorization, execution, and delivery by Assignee) constitutes Assignor's legal, valid, and binding obligation, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

2.3 No Liens. To Assignor's actual knowledge and knowledge from reasonable investigation and monitoring, the Economic Interest so assigned to Assignee under this Agreement is free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies, and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply to the Underlying Securities themselves).

2.4 No Conflicts. The execution, delivery, and performance of this Agreement and the consummation by Assignor of the transactions contemplated hereby do not violate, conflict with, or constitute a default under (i) the certificate of formation or any company governance documentation of Assignor, or (ii) any law, statute, rule, or regulation to which Assignor is subject or any order, judgment, or decree to which Assignor is subject, to Assignor's actual knowledge.

2.5 No Brokers. No broker, finder, or intermediary has been paid or is entitled to a fee or commission from or by Assignor in connection with the Assignment of the Economic Interest, nor is Assignor entitled to or will accept any such fee or commission.

2.6 Transfer Restrictions. Until termination of this Agreement, Assignor shall not transfer the Economic Interest so assigned to Assignee under this Agreement to any other third parties without Assignee's explicit written agreement or written consent.

3. Governing Law; Arbitration.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Unless otherwise specified for a particular provision of this Agreement, any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with one (1) arbitrator responsible to be appointed by AAA for arbitrating the case. The arbitrator (the "Arbitrator") shall be a licensed attorney. The Arbitrator shall determine the meaning of all terms and phrases in this Agreement which relate to the controversy, and no party shall look to a court to make such a determination. The scope of the arbitration shall be limited to the specific matter in controversy as declared by the party demanding arbitration. The Arbitrator shall issue their decision in writing. This Agreement to arbitrate shall be specifically enforceable, and judgment upon the award ordered by the Arbitrator may be entered in any court having jurisdiction over the controversy.

4. Assignment; Entire Agreement; Amendment.

4.1 Assignment. Any assignment of this Agreement or any right, remedy, obligation, or liability arising hereunder by either Assignor or Assignee shall require the prior written consent of the other party; provided, that no such consent shall be required for any such assignment to one or more affiliates of the assigning party.

4.2 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements, and understandings of any and every nature among them.

4.3 Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

4.4 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors, and permitted assigns.

5. Notices.

Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with a copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next-day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party.

6. Counterparts.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7. Survival; Severability

7.1 Survival. The representations, warranties, covenants, and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby.

7.2 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

8. Headings.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9. Disclosure; Waiver.

Assignee (i) acknowledges Assignor does not have access to material non-public information regarding the Underlying Securities and each do not have the ability to share any material non-public information regarding the Underlying Securities with anyone including Assignee; and (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Assignor or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors, or assigns relating to any failure to disclose any non-public information in connection with the Underlying Securities.

10. Independent Nature of Rights and Obligations; Taxes.

Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Assignee and Assignor as, and Assignor acknowledges that Assignee and Assignor do not so constitute, a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that Assignee and Assignor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and Assignor acknowledges that Assignee and Assignor are not acting in concert or as a group, and Assignor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

Assignee hereby consents and authorizes Assignor to, on behalf of the Assignee, withhold the amount(s) of taxes applicable to the Economic Interest, including without limitation, the taxes to be withheld by Assignor on behalf of Assignee for the value distributed by Assignor after deducting the Platform Fee and Carried Interest to Assignor, as required by government authorities. Accordingly, Assignor hereby agrees to timely provide Assignee proof of such withholding to assist Assignee's tax reporting in relevant tax jurisdictions. Notwithstanding anything in the contrary in this Agreement, each party shall be responsible for preparing and filing its own taxes for matters related to this Agreement and shall retain its own tax advisors.

[End of Agreement]