Exhibit 2.1

Execution Version

CLASS C-1 COMMON STOCK PURCHASE AGREEMENT

BY AND AMONG

JUUL LABS, INC.,

ALTRIA GROUP, INC.

and

ALTRIA ENTERPRISES LLC

December 20, 2018

TABLE OF CONTENTS

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JUUL LABS, INC.

CLASS C-1 COMMON STOCK PURCHASE AGREEMENT

This Class C-1 Common Stock Purchase Agreement (as it may be amended from time to time, this “ Agreement ”) is made as of December 20, 2018 by and among JUUL Labs, Inc., a Delaware corporation (the “ Company ”), Altria Group, Inc., a Virginia corporation (the “ Investor ”), and Altria Enterprises LLC, a Virginia limited liability company and wholly owned subsidiary of the Investor (“ Investor Sub ” and, together with the Investor, the “ Investors ”). Each of Investor Sub, the Investor and the Company is sometimes referred to herein as a “ Party ” and together the “ Parties .”

RECITALS

WHEREAS , at the Closing (as defined below), the Company intends to issue to Investor Sub, and Investor Sub intends to purchase, 41,571,928 non-voting shares of the Company’s Class C-1 Common Stock, par value $0.0001 per share (the “ Class  C -1 Common ”) and the True-Up Convertible Security (as defined below), in accordance with the terms and conditions set forth in this Agreement;

WHEREAS , in connection with the transactions contemplated hereby, the Company has taken all necessary corporate and other actions to amend and restate its (i) certificate of incorporation in the form attached hereto as Exhibit  A (as it may be amended from time to time, the “ Restated Certificate ”) and (ii) bylaws in the form attached hereto as Exhibit B (as they may be amended from time to time, the “ Restated Bylaws ”);

WHEREAS , following the Closing and pursuant to Section  4.1 , the Parties have agreed to use their reasonable best efforts to obtain Antitrust Clearance (as defined below); and

WHEREAS , if Antitrust Clearance is obtained on or prior to the Antitrust Termination Date, then upon such occurrence, all outstanding shares of Class C-1 Common then held by the Investor and/or its subsidiaries will, as set forth in the Restated Certificate, be automatically converted (the “ Antitrust Conversion ”) into an equal number of voting shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “ Class  C Common ”).

NOW, THEREFORE , in consideration of the foregoing mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

1. Authorization, Sale and Issuance of the Class  C -1 Common .

1.1 Authorization . The Company will, on or prior to the Closing (as defined below) authorize (a) the issuance of up to 100,000,000 shares of the Class C-1 Common pursuant to this Agreement, the Relationship Agreement (as defined below), and the True-Up Convertible Security, having the rights, preferences and restrictions set forth in the Restated Certificate; (b) the issuance of up to 100,000,000 shares of the Class C Common pursuant to the Restated Certificate, this Agreement, the Relationship Agreement, and the True-Up Convertible Security, having the rights, preferences and restrictions set forth in the Restated Certificate (the “ Class  C Conversion

Shares ”), (c) the reservation of shares of Class A Common for issuance upon conversion of the Class C-1 Common or the Class C Common, as applicable, pursuant to the Restated Certificate (the “ Class  A Conversion Shares ”), and (d) the issuance of the True-Up Convertible Security.

1.2 Sale and Issuance of the Shares . Subject to the terms and conditions of this Agreement, Investor Sub agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Investor Sub at the Closing, 41,571,928 shares of the Class C-1 Common (the “ Initial Shares ”, of which 721,710 shall be referred to herein as the “ Additional Shares ”) and the True-Up Convertible Security in consideration of an aggregate cash purchase price of twelve billion and eight hundred million dollars ($12,800,000,000). The Parties acknowledge and agree that, for purposes of Article V of the Relationship Agreement, twelve billion and six hundred million dollars ($12,600,000,000) shall be attributed to the Initial Shares (other than the Additional Shares) and the True-Up Security, and two hundred million dollars ($200,000,000) (the “ Additional Share Purchase Price ”) shall be attributed to the Additional Shares, but for the avoidance of doubt such attribution is not intended to be, and shall not be, binding or determinative for any Tax purpose. The Initial Shares, together with all other shares of the Class C-1 Common or the Class C Common issued to Investor Sub pursuant to this Agreement, the Restated Certificate, or conversion of the True-Up Convertible Security, and together with all Class A Conversion Shares issued upon conversion thereof, shall be referred to in this Agreement as the “ Shares .”

1.3 Closing Date and Delivery ; Additional Issuances of Shares .

(a) Closing . The purchase and sale of the Initial Shares shall take place at a closing (the “ Closing ”) by electronic mail in PDF format of all required documents to the offices of Pillsbury Winthrop Shaw Pittman LLP, Four Embarcadero Center, 22nd Floor, San Francisco, California 94111, at 10:00 a.m., Pacific time, on the date hereof, or at such other time and place as the Company and the Investor mutually agree upon in writing (including by email) (such date on which the Closing occurs, the “ Closing Date ”).

(b) Closing Process . At the Closing, the Company will deliver to the Investors a copy of the stock ledger of the Company reflecting the issuance of the Initial Shares and an electronic certificate registered in Investor Sub’s name and generated on the Carta platform representing the number of the Initial Shares against payment by the Investor on behalf of Investor Sub of the aggregate purchase price therefor as set forth in Section  1.2 , by wire transfer in accordance with the Company’s wire instructions attached hereto as Schedule  1.3(b) , and when issued the Initial Shares shall be validly issued, fully paid and nonassessable.

(c) 35% Make-Whole Covenant . The Initial Shares to be purchased hereunder at the Closing shall represent a number of shares of the Company’s outstanding capital stock such that, immediately following the issuance of the Initial Shares to Investor Sub at the Closing, Investor Sub will own exactly thirty-five percent (35%) of the Company’s outstanding shares of capital stock (rounded to the nearest whole share) as of the date of issuance (for these purposes, including Unvested Shares (as defined below) and disregarding, for the avoidance of doubt, Vested Convertible Securities (as defined below) and Unvested Convertible Securities (as defined below)) (the “ 35% Target ”). The parties acknowledge that the Additional Shares are intended to satisfy the 35% Target with respect to Unvested Shares. The Company has obtained

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waivers from each holder of any Unvested Convertible Securities that are “early exercisable” for Unvested Shares. In the event that, following the issuance of the Initial Shares, it is subsequently determined that the Initial Shares represented less than the 35% Target, including as a result of the exercise or conversion prior to the Closing of any Unvested Convertible Securities or Vested Convertible Securities, then the Company shall promptly issue to Investor Sub, for no additional consideration, an additional number of shares of the Class C-1 Common or the Class C Common, as applicable, so as to achieve the 35% Target, and when issued such additional shares will be validly issued, fully paid and nonassessable. Upon such issuance, the Company will deliver to the Investors a copy of the stock ledger of the Company reflecting such issuance and an electronic certificate registered in Investor Sub’s name and generated on the Carta platform representing the number of such additional shares.

(d) True-Up Upon Settlement of Vested Convertible Securities .

(i) The Company has set forth in Schedule  1.3(d) a true and complete schedule as of the Closing of (1) (A) the portion of all outstanding stock options, restricted stock units and other equity awards to purchase or acquire shares of the Company’s capital stock that are vested or exercisable (but excluding the portion of all outstanding stock options that are “early exercisable” for Unvested Shares and including any Promised Units that, if issued as of the Closing, would be deemed vested pursuant to the last sentence hereof), and (B) all outstanding warrants, rights and other agreements to purchase or acquire shares of the Company’s capital stock that are vested or not subject to forfeiture, other than conversion or preemptive rights and rights of first refusal and similar rights (the preceding clauses  (1)(A) and (1)(B) , collectively, “ Vested Convertible Securities ”), (2) (A) all outstanding shares of the Company’s capital stock that are subject to repurchase rights or forfeiture and (B) all outstanding options, restricted stock units, equity awards, warrants, rights and other agreements, the terms of which require the Company to make a cash payment or distribution with respect thereto in the event the Company declares or makes a cash dividend or distribution with respect to its capital stock, either on a current basis or on an escrowed or set aside basis (the preceding clauses (2)(A) and (2)(B) , “ Unvested Shares ”) and (3) (A) the portion of all outstanding stock options, restricted stock units and other equity awards to purchase or acquire shares of the Company’s capital stock that are unvested and un-exercisable (but including the portion of all outstanding stock options that are “early exercisable” for unvested shares and including all Promised Units other than those described in the definition of Vested Convertible Securities) and (B) all outstanding warrants, rights and other agreements to purchase or acquire shares of the Company’s capital stock that are unvested and subject to forfeiture, other than conversion or preemptive rights and rights of first refusal and similar rights (the preceding clauses  (3)(A) and (3)(B) collectively, “ Unvested Convertible Securities ”). For the avoidance of doubt, (x) the schedules with respect to clauses (1)(A) , (1)(B) , (3)(A) and (3)(B) above, and the terms Vested Convertible Securities and Unvested Convertible Securities, shall not include the items set forth in clause (2)(B) above, and (y) the distribution of any part of any Cash Distribution with respect to options, restricted stock units, equity awards, warrants, rights and other agreements shall not, in itself, result in such equity interests being deemed to constitute Unvested Shares. “ Promised Units ” means restricted stock units (including any adjustments thereto made in connection with the Cash Distribution) that are not outstanding as of the Closing Date but are set forth in an offer letter or contractor agreement signed by the Company and the counterparty thereto in effect as of 11:59 pm, Eastern Time, on December 17, 2018. For purposes of the foregoing, any restricted stock units that are subject to both service based vesting conditions and a liquidity event condition shall be deemed vested to the extent the service based vesting condition is satisfied as of the Closing (without regard to the liquidity event condition).

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(ii) In the event that, following the Closing, the Company issues shares of capital stock upon settlement or exercise of any Vested Convertible Security as of the Closing or, as applicable, any Unvested Convertible Security as of the Closing, then a portion of the True-Up Convertible Security shall convert into such number of shares of the Class C-1 Common or the Class C Common, as applicable, in accordance with the terms of the True-Up Convertible Security. Upon such conversion, such shares of Class C-1 Common or Class C Common, as applicable, will be validly issued, fully paid and nonassessable and the Company will deliver to the Investors a copy of the stock ledger of the Company reflecting the issuance of such shares and an electronic certificate registered in Investor Sub’s name and generated on the Carta platform representing the number of such additional shares. “ True-Up Convertible Security ” means the convertible security issued by the Company to Investor Sub on the Closing Date convertible (a) prior to Antitrust Clearance, into shares of Class C-1 Common and (b) following Antitrust Clearance obtained on or prior to the Antitrust Termination Date, into shares of Class C Common, in the case of each of (a) and (b), for the consideration set forth in the True-Up Convertible Security.

(iii) For the avoidance of doubt, the True-Up Convertible Security does not convert into the Class C-1 Common or the Class C Common when Unvested Shares cease to be subject to a repurchase right or forfeiture.

(iv) The Parties will cooperate and establish mutually agreeable policies and procedures as are necessary to effect and implement the conversion from time to time of the True-Up Convertible Security into shares of the Class C-1 Common or the Class C Common, as applicable, pursuant to this Section  1.3(d) . Except to the extent otherwise required by applicable Law or pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local, or foreign law), the Parties agree to report the issuance of shares of the Class C-1 Common or the Class C Common, as applicable, upon any conversion of the True-Up Convertible Security as an adjustment to the purchase price (i.e., as an adjustment to the number of shares purchased at the Closing) for Tax purposes, except to the extent that the shares issued in such conversion are allocable to the value of services agreed to be provided under the Services Agreement (such value not to exceed the $118,550,991 aggregate dollar amount of the credits described in Section 4.1(b) of the Services Agreement).

(e) Antitrust Conversion .

(i) “ Affiliate ” has the meaning set forth in the Relationship Agreement.

(ii) “ Antitrust Clearance ” means the earlier of (1) the first date following the Closing upon which all of the following are true: (A) all applicable requirements of all applicable Antitrust Laws with respect to the Antitrust Conversion shall have been satisfied (including expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act); (B) no Law or Order shall have been enacted, issued, promulgated, enforced

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or entered that is in effect and would (i) make the Antitrust Conversion illegal under any Antitrust Law or (ii) otherwise prohibit or enjoin consummation of the Antitrust Conversion under any Antitrust Law; and (C) any period of time (and any extension thereof) agreed to with a Governmental Body not to consummate Antitrust Conversion shall have expired or been terminated; provided that no such agreement shall be entered into without the Company’s prior written consent, and (2) such date as may be agreed in writing by the Company and the Investors.

(iii) “ Antitrust Laws ” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct.

(iv) “ Confidentiality Agreement ” means, collectively, that certain Mutual Nondisclosure Agreement, dated April 14, 2017, by and between the Company and Altria Client Services LLC, that certain Assignment and Novation of Mutual Nondisclosure Agreement, dated April 20, 2018, by and among the Company, Altria Client Services LLC and the Investor, that certain Amendment Agreement, dated April 26, 2018, by and between the Company and the Investor and that certain Exclusivity Agreement, dated November 1, 2018, by and between the Company and the Investor.

(v) “ Antitrust Termination Date ” means the date on which the Antitrust Conversion becomes permanently prohibited or enjoined pursuant to an Antitrust Law by a court of competent jurisdiction without any possibility of appeal or review or, if earlier, the date on which the Investors determine, in their sole discretion, to abandon their efforts to seek Antitrust Clearance.

(vi) “ e-Vapor Business ” has the meaning set forth in the Relationship Agreement.

(vii) “ Governmental Body ” means any foreign, federal, state, provincial, local or other court or governmental authority.

(viii) “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any rules and regulations promulgated thereunder.

(ix) “ Law ” means any foreign or domestic federal, state or local law, statute, consent agreement, constitution, treaty, ordinance, regulation, rule, code, official interpretation or other interpretative material, or other requirement or rule enacted or promulgated by any Governmental Body, including any Order.

(x) “ Order ” means, with respect to any Person (as defined below), any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator binding upon such Person.

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(xi) In the event that the Antitrust Conversion occurs on or prior to the Antitrust Termination Date, then, as set forth in the Restated Certificate, all outstanding shares of the Class C-1 Common then held by the Investor and/or its subsidiaries shall automatically convert into an equal number of shares of the Class C Common, and when issued such shares of the Class C Common will be validly issued, fully paid and nonassessable and such converted shares of the Class C-1 Common shall be cancelled and retired. Upon such conversion, the Company will deliver to the Investors a copy of the stock ledger of the Company reflecting the conversion and an electronic certificate registered in Investor Sub’s name and generated on the Carta platform representing the number of such shares of the Class C Common.

(f) Transaction Agreements . Concurrent with the Closing, the Parties are executing and delivering the following: (i) that certain IP License Agreement between the Company and the Investor, dated as of the Closing Date (as it may be amended from time to time, the “ License Agreement ”), (ii) that certain Relationship Agreement among the Parties, dated as of the Closing Date (as it may be amended from time to time, the “ Relationship Agreement ”), (iii) that certain Services Agreement between the Company and the Investor, dated as of the Closing Date (as it may be amended from time to time, the “ Services Agreement ”), (iv) that certain Ninth Amended and Restated Investors’ Rights Agreement by and among the Parties and the other parties thereto, dated as of the Closing Date (as it may be amended from time to time, the “ Rights Agreement ”), (v) that certain Eighth Amended and Restated Voting Agreement by and among the Parties and the other parties thereto, dated as of the Closing Date (as it may be amended from time to time, the “ Voting Agreement ”), (vi) that certain Ninth Amended and Restated Right of First Refusal and Co-Sale Agreement by and among the Parties and the other parties thereto, dated as of the Closing Date (as it may be amended from time to time, the “ Co-Sale Agreement ”) and (vii) the True-Up Convertible Security. For purposes of this Agreement, the term “ Transaction Agreements ” means this Agreement, the License Agreement, the Relationship Agreement, the Services Agreement, the Rights Agreement, the Voting Agreement, the Co-Sale Agreement and the True-Up Convertible Security.

2. Representations and Warranties of the Company . Except as set forth on the Schedule of Exceptions attached hereto as Exhibit  C delivered to the Investors (the “ Schedule of Exceptions ”) (it being understood that any information, item or matter set forth on one section or subsection of the Schedule of Exceptions shall only be deemed disclosure with respect to, and shall only be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on its face that such information, item or matter is relevant to such other section or subsection), the Company hereby represents and warrants to the Investors that the following representations are true and complete as of the date of the Closing:

2.1 Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company and each of its subsidiaries has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company has the requisite corporate power and authority to execute and deliver the Transaction Agreements, to issue and sell the Shares and to carry out the provisions of the Transaction Agreements. The Company and each of its subsidiaries is presently qualified to do business as a foreign corporation and is in good standing in California and each other jurisdiction in which the nature of its activities and its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company’s business, assets (including intangible assets), liabilities, condition (financial or otherwise), property or results of operations (a “ Material Adverse Effect ”).

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2.2 No Subsidiaries .

(a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity.

(b) The Company is not a participant in any joint venture, partnership or similar arrangement.

2.3 Capitalization .

(a) The authorized capital stock of the Company consists, immediately prior to the Closing and after filing of the Restated Certificate with the Secretary of State of the State of Delaware, of: (i) 33,256,571 shares of Preferred Stock (the “ Preferred Stock ”), of which 12,126,186 shares have been designated Series C Preferred Stock (“ Series C Preferred ”), all of which are issued and outstanding, 14,280,517 shares have been designated Series D Preferred Stock (“ Series D Preferred ”), all of which are issued and outstanding and 3,199,868 shares have been designated Series E Preferred Stock (“ Series E Preferred ”), 2,910,613 of which are issued and outstanding, (ii) 214,000,000 shares of Class A Common Stock (“ Class  A Common ”), 4,734,698 of which are issued and outstanding, (iii) 83,500,000 shares of Class B Common Stock, par value $0.0001 per share (“ Class  B Common ”), of which 43,138,618 shares are issued and outstanding, of which 1,325,941 shares are unvested or subject to forfeiture, (iv) 100,000,000 shares of the Class C-1 Common, none of which are issued or outstanding, and (v) 100,000,000 shares of the Class C Common, none of which are issued or outstanding.

(b) The rights, preferences and restrictions of the Class A Common, the Class B Common, the Class C-1 Common, the Class C Common, the Series C Preferred, the Series D Preferred and the Series E Preferred are as stated in the Restated Certificate. All of the outstanding shares of the Class A Common, the Class B Common and the Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in material compliance with all applicable federal and state securities Laws.

(c) The Company has reserved:

(i) a maximum of 15,033,669 shares of Class A Common for issuance pursuant to its 2018 Equity Incentive Plan (the “ 2018 Stock Plan ”). Of such reserved shares of Class A Common, options and other equity awards to purchase or otherwise acquire 1,198,450 shares of Class A Common are outstanding, of which options and other equity awards to purchase or otherwise acquire 1,190,660 shares of Class A Common are unvested and currently 606,445 reserved shares of Class A Common are reserved and available for issuance under the 2018 Stock Plan;

(ii) an aggregate of 20,653,880 shares of Class B Common for issuance pursuant to its 2007 Stock Plan (the “ 2007 Stock Plan ”) and its 2016 Equity Incentive, which includes its Amended and Restated 2016 Equity Incentive Plan (the “ 2016 Stock Plan ”), of which options to purchase 11,299,455 shares of Class B Common are issued and outstanding, of which options to purchase 4,334,692 shares of Class B Common are unvested, in each case as of the date hereof;

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(iii) (1) 2,910,613 shares of Class A Common reserved for issuance upon conversion of the Series E Preferred, (2) 43,138,618 shares of Class A Common reserved for issuance upon conversion of the Class B Common and (3) 100,000,000 shares of Class A Common reserved for issuance upon conversion of the Class C-1 Common and the Class C Common, as applicable;

(iv) 14,280,517 shares of Class B Common reserved for issuance upon conversion of the Series D Preferred;

(v) 12,126,186 shares of Class B Common reserved for issuance upon conversion of the Series C Preferred.

Section 2.3(c) of the Schedule of Exceptions contains a true and complete list as of the date of this Agreement of all outstanding equity awards corresponding to shares of the Company, indicating with respect to each award, (v) the number of shares covered by the award, (w) the nature of the award, (x) the holder of the award, (y) the vesting schedule with respect to such award, and (z) for any stock options or stock appreciation rights, the exercise price of such award. Immediately prior to Closing, there are 1,340,319 Unvested Shares, 6,331,066 Unvested Convertible Securities and 6,999,421 Vested Convertible Securities.

(d) The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Class C Conversion Shares and the Class A Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Restated Certificate and applicable Law, will be validly issued, fully paid and nonassessable. The Shares will be free of any Liens (as defined below), other than any Liens created by or imposed upon the Investors or Liens set forth in the Transaction Agreements or Side Letters (as defined below); provided , however , that the Shares are subject to restrictions on transfer under U.S. state and/or federal securities Laws and as set forth herein and in the Transaction Agreements. “ Side Letters ” means the individual side letter agreements by and between the Company and each of PXH LLC, JIV Holdings LLC, D1 Capital Partners Master LP and D1 SPV JL Master LP previously entered into in connection with the execution and delivery of that certain Series E Preferred Stock and Class A Common Stock Purchase Agreement by and among the Company and the investors thereto, dated as of June 26, 2018, and as amended effective on the Closing Date. True and complete copies of the Side Letters, as amended or to be amended on or prior to the Closing Date, have been provided to the Investors prior to the Closing Date.

(e) Except (i) for the conversion rights of the Preferred Stock, the Class B Common, the Class C-1 Common and the Class C Common, (ii) for outstanding options and equity awards to purchase or acquire 12,497,905 shares of Class A Common and Class B Common issued pursuant to the 2007 Stock Plan, the 2016 Stock Plan and the 2018 Stock Plan, (iii) for outstanding exchange rights to acquire 42,000 shares of Class A Common, of which exchange rights to acquire 27,622 shares of Class A Common are unvested and for outstanding exchange rights to acquire 16,004 shares of Class B Common, of which exchange rights to acquire 16,004 are unvested (iv) as set forth in the Transaction Agreements and the Side Letters, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from

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the Company of any shares of its capital stock, or other equity or voting interests, or any securities convertible into or exchangeable for any shares of its capital stock, or other equity or voting interests. There are no additional shares of the Company’s capital stock reserved for issuance pursuant to the 2007 Stock Plan, the 2016 Stock Plan or the 2018 Stock Plan other than the shares described in subsection (e)(ii) above.

(f) Except as described in Section  2.3(a) and Section  2.3(b) , there are (i) no outstanding shares of capital stock of, or other equity or voting interests in, the Company and (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company.

2.4 Authorization . All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of the Transaction Agreements by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance of all of the Company’s obligations under the Transaction Agreements have been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity (the “ Enforceability Exceptions ”).

2.5 Disqualification . The Company has conducted a factual inquiry, including by procurement of relevant questionnaires from each Company Covered Person (as defined below) or other means, the nature and scope of which reflect reasonable care under the relevant facts and circumstances, to determine whether any Covered Person is subject to any “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act of 1933, as amended (the “ Securities Act ”), (a “ Disqualification Event ”). No Disqualification Event is applicable to the Company or, to the Company’s knowledge after conducting such factual inquiries, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under rule 506(e) under the Securities Act. “ Company Covered Person ” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any individual, corporation, partnership, trust, limited liability company, association or other entity (each, a “ Person ”) listed in the first paragraph of Rule 506(d)(1).

2.6 Material Contracts .

(a) The Company has scheduled on Section 2.6 of the Schedule of Exceptions and made available each of the following to which the Company or any of its subsidiaries as of the date hereof is a party or subject to (each a “ Material Contract ”, and collectively, the “ Material Contracts ”):

(i) any contract, agreement or arrangement with or relating to customers and distributors, including marketing, distribution, sales and similar agreements, pursuant to which the Company has received more than $4 million in 2018 or expects to receive more than $4 million in 2019 (each counterparty thereto, a “ Significant Distributor ”);

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(ii) any contract, agreement or arrangement with the Company’s vendors and suppliers, relating to its products, pursuant to which the Company (including, for the avoidance of doubt, any master terms and conditions of a series of related contracts, agreements or arrangements) has paid more than $4 million in 2018 or expects to pay more than $4 million in 2019 (each counterparty thereto, a “ Significant Supplier ”);

(iii) any joint venture, partnership, strategic alliance or other similar contract, agreement or arrangement;

(iv) any lease to which the Company or any of its subsidiaries is a party and leases interest in any material real property;

(v) any material contract, agreement or arrangement the terms of which would be subject to violation, breach, default, termination, acceleration of performance, or which would result in the creation of any Lien as a result of the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby;

(vi) any contract, agreement or arrangement purporting to, or containing covenants that, limit the ability of the Company or any of its subsidiaries or Affiliates to compete in any line of business or with any Person, include any kind of exclusive dealing, exclusive sourcing, right of first refusal, right of first negotiation, or “most favored nation” provision or which involve any restriction on the soliciting of customers or employees or the geographical area in which, or method by which or with whom, the Company or any subsidiary may carry on its business;

(vii) any contract, agreement or arrangement relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract, agreement or arrangement contains continuing material obligations of the Company or any of its subsidiaries;

(viii) any contract, agreement or arrangement providing for “earnouts,” “savings guarantees,” “performance guarantees,” or other contingent payments (other than in the ordinary course of the operating businesses of the Company) by the Company or any of its subsidiaries other than those with respect to which there are no further material obligations under such provisions;

(ix) any contract, agreement or arrangement pursuant to which the Company or any of its subsidiaries has granted any material pricing discounts in connection with bundling of products or services, sales volume or services levels other than pursuant to the Company’s standard volume discount structure as made available;

(x) any contract, agreement or arrangement that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any of its subsidiaries or that limits or purports to limit the ability of the Company or any of its subsidiaries to sell, transfer, pledge or otherwise dispose of any of their material assets, rights, businesses or properties, excluding any contract, agreement or arrangement requiring the sale of inventory in the ordinary course of business;

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(xi) any contract, agreement or arrangement relating to indebtedness of the Company (including indebtedness for borrowed money, indebtedness evidenced by notes or debentures, deferred purchase price of assets, capital leases and guarantees of any of the foregoing) (“ Indebtedness ”) or any of its subsidiaries or any swap, option, derivative or hedging arrangement;

(xii) any contract, agreement or arrangement that contains any standstill or similar agreement pursuant to which the Company or any of its subsidiaries has agreed not to acquire any material assets or securities of another Person;

(xiii) any contract, agreement or arrangement relating to the pledging, sale, factoring or other transfer of accounts receivable;

(xiv) any contract, agreement or arrangement that by its terms limits the payment of dividends or other distributions by the Company or any of its subsidiaries;

(xv) any contract, agreement or arrangement (other than the Transaction Agreements) that by its terms would restrict any activities of or place any obligations on, the Investors or any of their respective subsidiaries; and

(xvi) any contract, agreement or arrangement that would be required to be filed by the Company or any of its subsidiaries as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (other than management contracts and compensatory plans, contracts, or arrangements) or disclosed by the Company or any such subsidiary under Item 1.01 on a Current Report on Form 8-K, in each case, if the Company or any such subsidiary were required to file periodic reports under applicable Law.

(b) Except as is not and would not reasonably be expected to be material and adverse to the Company and its subsidiaries, each Material Contract is in full force and effect (except for those contracts or agreements that have expired in accordance with their terms), is a legal, valid and binding agreement of the Company or such subsidiary, as the case may be, and, to the Company’s knowledge, of each other party thereto, enforceable against the Company or such subsidiary, as the case may be, and, to the Company’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Enforceability Exceptions. The Company is not in material default under any Material Contracts and, to the Company’s knowledge, there is no material default by the other contracting party under any of such Material Contracts.

(c) For purposes of this Agreement, “ made available ” means provided to the Investors or their representatives by 5:00 P.M. Eastern Standard Time at least three (3) business days prior to the Closing Date in the “Project Richard” data room or “Project Richard-Clean Room” data room, as applicable, hosted on the Donnelley Financial Solutions “Venue” platform.

2.7 Intellectual Property .

(a) The following definitions apply:

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(i) “ Commercial Software ” means any generally commercially available software in executable code form that is generally available and is used in the general operation of Company’s business and not incorporated into any Company Product.

(ii) “ Company Intellectual Property ” means all Intellectual Property Rights owned by, or exclusively licensed to, the Company or any of its subsidiaries, including Company Registered Intellectual Property.

(iii) “ Company Products ” means all products or services designed, developed, distributed, produced, provided, marketed, licensed, sold, offered for sale, or otherwise commercialized by or on behalf of the Company or any of its subsidiaries.

(iv) “ Company Registered Intellectual Property ” means all Registered Intellectual Property that is owned by, or registered, filed or recorded in the name of, Company or any of its subsidiaries as of the Closing Date.

(v) “ Intellectual Property Rights ” means any and all common law and statutory rights anywhere in the world arising under or associated with: (a) issued, registered, validated or granted patents and patent applications (“ Patents ”), and similar or equivalent rights in inventions, including invention disclosures; (b) trademarks, trade names, service marks, trade dress and other designations of origin (“ Trademarks ”); (c) trade secret and industrial secret rights, and rights in know-how and confidential or proprietary information (“ Trade Secrets ”); (d) copyrights and any other rights in works of authorship (including software) and any related rights of authors (“ Copyrights ”); (e) rights in domain names, uniform resource locators and other similar names and locators associated with Internet addresses and sites; (f) applications for, or registrations of, any of the foregoing (as applicable); and (g) all other similar or equivalent intellectual property or proprietary rights anywhere in the world.

(vi) “ Registered Intellectual Property ” means all applications, registrations and filings for Intellectual Property Rights that have been registered, filed, certified or otherwise perfected or recorded with or by any state, government or other public or quasi-public legal authority anywhere in the world, including the United States Patent and Trademark Office and the United States Copyright Office, in each case, only to the extent constituting issued Patents and published Patent applications, registered Trademarks and Trademark applications and registered Copyrights and Copyright applications.

(b) Section 2.7(b) of the Schedule of Exceptions sets forth a true and complete list, as of the date of this Agreement, of each item of Company Registered Intellectual Property, including, to the extent such information is maintained in Company’s or its subsidiaries’ records in the ordinary course of business, the current owner, the jurisdiction in which each item has been registered or filed, the applicable registration, application or serial number or similar identifier, the filing date, and the applicable issuance, registration or grant date.

(c) The Company and its subsidiaries exclusively own all right, title and interest in and to all or have an exclusive license to material Company Intellectual Property, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing, all material Company Intellectual Property is fully transferable, alienable and licensable by the

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Company and its subsidiaries without restriction and without payment of any kind to any third party ( provided , however , that for the avoidance of doubt, the foregoing is not intended to apply to any non-exclusive licenses). Neither the Company nor any of its subsidiaries has granted or transferred (and is not obligated to grant or transfer) to any Person, or permitted (or is obligated to permit) any Person to retain an ownership interest, including any joint ownership interest, or any exclusive rights in, any Intellectual Property that is material Company Intellectual Property. No material Company Intellectual Property is subject to any proceeding or outstanding decree, order, judgment or settlement agreement or court stipulation that restricts in any manner the use, provision, transfer, assignment or licensing thereof by the Company or any of its subsidiaries or that may affect the validity, use or enforceability of any Company Intellectual Property, other than in the context of the prosecution of Company Registered Intellectual Property and any oppositions, interferences or comparable proceedings or objections arising in connection therewith. Each item of material Company Registered Intellectual Property is subsisting, and to the Company’s knowledge, not unenforceable or invalid. There are no actions, suits or proceedings pending or, to the Company’s knowledge, threatened that challenge the legality, validity, enforceability, registration, use or ownership of any material Company Intellectual Property, other than in the context of the prosecution of Company Registered Intellectual Property.

(d) Neither the operation of the business of the Company and its subsidiaries nor any Company Product has infringed or misappropriated any Intellectual Property Rights of any Person or constituted unfair competition or trade practices under the laws of any jurisdiction. Following the Closing, to the extent that the operation of the business of the Company and its subsidiaries is conducted in substantially the same manner as conducted as of the Closing, such operation will not infringe or misappropriate any Intellectual Property rights of any Person or constitute unfair competition or trade practices under the laws of any jurisdiction. Neither the Company nor any of its representatives has received any written communication from any Person (including offers to license or referencing breach of contract) either (i) that would reasonably be construed to be making a material claim that or (ii) claiming that, any Company Product or conduct infringes or misappropriates any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction.

(e) Since January 1, 2015, neither the Company nor any Person acting on its behalf, has brought, or threatened to bring, any action, suit or proceeding against a third party alleging infringement, or misappropriation of any material Company Intellectual Property.

(f) Section 2.7(f) of the Schedule of Exceptions sets forth a list of all material contracts, agreements or arrangements to which the Company or any of its subsidiaries is a party that grants the Company a license, ownership rights, an option to the foregoing, or other comparable rights in or to any Intellectual Property Rights owned by a third party, including any contract, agreement or arrangement for the receipt of software, or development services, other than licenses to Commercial Software or non-exclusive licenses entered into in the ordinary course of business.

(g) Section 2.7(g) of the Schedule of Exceptions sets forth a list of all material contracts, agreements or arrangements to which the Company or one of its subsidiaries is a party under which Company or such subsidiary grants any third party a license (including covenants not to sue) or other comparable rights in or to any Company Intellectual Property, other than non-exclusive licenses entered into in the ordinary course of business.

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(h) In each case in which the Company or any of its subsidiaries has engaged or hired an employee, consultant or contractor (whether current or former) for the purpose of developing or creating any material technology or any material Intellectual Property Rights, the Company has obtained an assignment or transfer of all such Intellectual Property Rights to the Company, or the Company otherwise is the owner of such Intellectual Property Rights by operation of Law. The Company and its subsidiaries have taken and take commercially reasonable actions to maintain and protect Trade Secrets that are material Company Intellectual Property. To the Company’s knowledge, there has been no unauthorized disclosure or misappropriation of any Trade Secrets that are material Company Intellectual Property.

(i) To the extent the Company or any of its subsidiaries use any “open source” or “copyleft” software in their respective products or services or is a party to “open” or “public source” or similar licenses for use in their respective products or services, the Company or its subsidiary, as applicable, is in compliance with the terms of any such licenses except as would not be reasonably expected to have a materially adverse impact on the business of the Company and its subsidiaries, taken as a whole.

2.8 Obligations to Related Parties . There are no obligations of the Company to officers, directors, employees or owners of greater than 5% of the outstanding capital stock of the Company (a “ Related Party ”) or member of such Related Party’s immediate family, or any corporation, partnership, trust, limited liability company, association or other entity in which such Related Party is an officer, director or partner, or in which such Related Party has significant ownership interests or otherwise controls, other than (a) for payment of salary and other compensation for services rendered, (b) reimbursement for business expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None of such persons is currently indebted to the Company or any of its subsidiaries, and, to the Company’s knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that Related Party and members of such Related Party’s immediate families may own stock in publicly traded companies that may compete with the Company. No Related Party or member of their immediate family is directly or indirectly interested in any contract with the Company or any of its subsidiaries (other than indirectly as an investor in or employee of the Company).

2.9 No Breach by Executive Officer . To the Company’s knowledge, no executive officer of the Company is obligated under any contract or other agreement or subject to any Order, that would materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted.

2.10 Title to Properties and Assets; Liens . The Company or a subsidiary thereof has good and marketable title to all of the properties and assets of the Company and its subsidiaries, and has good title to all of the leasehold interests of the Company and its subsidiaries, in each case

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subject to no mortgage, deeds of trust, pledge, lien, lease, encumbrance or charge (collectively, “ Liens ”), other than (i) Liens for Taxes not yet due and payable or for Taxes that are being contested in good faith through appropriate proceedings and for which adequate reserves, in accordance with GAAP, have been established in the Financial Statements, (ii) Liens imposed by Law (other than Tax Law) and incurred in the ordinary course of business for obligations not past due, (iii) Liens in respect of pledges or deposits under workers’ compensation Laws or similar legislation, (iv) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the importation of goods, (v) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums, (vi) zoning restrictions, easements, rights of way, title irregularities and other similar encumbrances which, alone or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto, (vii) Liens of carriers, warehousemen, mechanics, materialmen, vendors and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith, and (viii) other immaterial Liens (which, for the avoidance of doubt, shall not include any Liens that materially interfere with the use of the encumbered property in the operations of the Company) (each of clause ( i )  through (vii) , a “ Permitted Lien ”).

2.11 Environmental, Health and Safety Requirements .

(a) “ Environmental, Health and Safety Requirements ” means all applicable Law concerning or relating to worker/occupational health and safety, or pollution or protection of the environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control or other action or failure to act involving cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation (collectively, “ Hazardous Materials ”), each as amended and as now in effect.

(b) The Company and each of its subsidiaries is in compliance in all material respects with all Environmental, Health and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties. There are no pending, or to the Company’s knowledge, any threatened allegations by any Person that the properties or assets of the Company or any of its subsidiaries are not, or that its business has not been conducted, in material compliance with all Environmental, Health and Safety Requirements. Neither the Company nor any of its subsidiaries has assumed any liability of any other Person under any Environmental, Health and Safety Requirements.

(c) There are no material ongoing investigations, cleanups or other remediation activities being conducted by the Company at any real property owned or leased by the Company or any of its subsidiaries for the purpose of treating, abating, removing, containing or otherwise addressing any Hazardous Materials, and none of the Company or its subsidiaries have received any written notice, request for information or order from a Governmental Body or third party alleging that any such material investigation, cleanup or other remediation activity must be conducted.

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(d) None of the real properties owned or leased by the Company or any of its subsidiaries are subject to any Lien in favor of any Governmental Body for (A) material liability under any Environmental, Health and Safety Requirements or (B) material costs incurred by a Governmental Body in response to a release or threatened release of a Hazardous Material into the environment.

(e) The Company and each of its subsidiaries have obtained all material permits under all Environmental, Health and Safety Requirements that are necessary to the operation of the Company’s business as currently conducted and are in compliance in all material respects with their terms and conditions and have timely filed all required renewal applications.

(f) All material environmental audits, assessments, investigations or other analysis conducted by the Company since January 1, 2015 with respect to any real property owned or leased by the Company or any of its subsidiaries have been made available.

(g) There has been no release of Hazardous Materials during the Company’s occupancy at, to, on, under or emanating from any real property owned or leased by the Company or any of its subsidiaries that would be required to be investigated or remediated under applicable Environmental, Health and Safety Requirements.

2.12 Compliance with Other Instruments . The Company is not in violation or default of any provisions of its Restated Certificate or its Restated Bylaws. Neither the Company nor any of its subsidiaries are in violation or default of any instrument, judgment, order, writ or decree, or under any note, indenture, mortgage, lease, agreement, contract or purchase order to which it is a party or by which it is bound or of any provision of Law applicable to the Company or any of its subsidiaries, the violation of which would have a Material Adverse Effect. The execution and delivery of the Transaction Agreements by the Company, the performance by the Company of its obligations pursuant to the Transaction Agreements, and the issuance of the Shares pursuant to this Agreement, will not, with or without the passage of time or giving of notice, result in (a) any violation of, or conflict with, or constitute a default under, the Restated Certificate or the Restated Bylaws or any of the agreements of the Company or its subsidiaries, (b) the creation of any Lien upon any of the properties or assets of the Company or its subsidiaries (c) assuming the truth and accuracy of the Investors’ representations and warranties in Section  3 , a violation of Law, or (d) the suspension, revocation, impairment, forfeiture, or nonrenewal of any permit, license, authorization, or approval applicable to the Company, its business or operations or any of its assets or properties.

2.13 Litigation . There are no, and since January 1, 2015 there have been no, actions, suits, proceedings or investigations pending or, to the Company’s knowledge, currently threatened against the Company, any of its subsidiaries or any of its properties before any Governmental Body. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any of its officers or directors (in their capacity as such) is a party or is named as subject to the provisions of any Order (in the case of officers or directors, such as would affect the Company). The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior

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employers. Neither the Company nor any of its subsidiaries is a party or, to the Company’s knowledge, subject to the provisions of any Order of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

2.14 Offering . Assuming the truth and accuracy of the Investors’ representations and warranties in Section  3 , the offer, sale and issuance of the Shares to be issued in conformity with the terms of this Agreement will be exempt from the registration requirements of the Securities Act, will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws and are in material compliance with all applicable securities Laws of the United States and each of the states whose Laws govern the issuance of the Shares. Neither the Company nor any of its subsidiaries nor any agent on any of their behalf has solicited any offers to sell or has offered to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

2.15 Governmental Consent . Assuming the truth and accuracy of the Investors’ representations and warranties in Section  3 , no consent, approval or authorization of or designation, declaration or filing with any Governmental Body on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement, except (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, (ii) the filing of such notices as may be required under the Securities Act, (iii) such filings as may be required under applicable state securities Laws, and (iv) as required in connection with the HSR Act and other applicable Antitrust Laws.

2.16 Registration and Voting Rights . Except as set forth in the Transaction Agreements and the Side Letters, the Company is presently not under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may hereafter be issued. Except as contemplated in the Transaction Agreements and the Side Letters, the Company has not entered into with any stockholder of the Company and, to the Company’s knowledge no stockholder of the Company has entered into, any agreements with respect to the voting or giving of written consent of capital stock of the Company or by a director of the Company. The Company has inquired of the stockholders set forth on Section 2.16 of the Schedule of Exceptions whether, as of the date hereof, there are in effect any oral or written agreements or understandings, or whether such persons have any plans or intention to enter into in the future, agreements or understandings with any other stockholder of the Company relating to the voting, sale or purchase of stock, or board designation rights.

2.17 Compliance With Laws: Permits .

(a) Neither the Company nor any of its subsidiaries is, or has been since January 1, 2015, in violation of any applicable Law in respect of the conduct of its business or the ownership of its properties, which violation would have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it in all material respects. The Company is not in default in any material respect under any such franchises, permits, licenses or any similar authority.

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(b) Except as set forth in Section 2.17(b) of the Schedule of Exceptions, neither the Company nor any of its subsidiaries has received any untitled letters, warning letters or notices of adverse findings, or similar documents that assert a lack of material compliance with any applicable Laws or Orders that have not been fully resolved to the satisfaction of regulatory authority or any other Governmental Body (including the U.S. Food and Drug Administration (the “ FDA ”)), as applicable, and there is no pending or, to the Company’s knowledge, threatened suit, arbitration, legal or administrative or regulatory proceeding, charge, complaint or investigation of any sort by any regulatory authority or any other Governmental Body (including the FDA) against the Company or any of its subsidiaries.

(c) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any of their respective directors, officers, employees or agents acting on their behalf has made an untrue statement of material fact or fraudulent statement to the FDA or other applicable regulatory agencies or any Governmental Body or, to the Company’s knowledge, failed to disclose a material fact required to be disclosed to such regulatory agency or any Governmental Body.

(d) Since August 8, 2016, there have been no modifications to any products sold in the operation of the business including any changes in manufacture, supplier, design, process, specification, component, part, ingredient, materials or packaging, in each case that would constitute a “new product” for purposes of section 910 of the Federal Food, Drug, and Cosmetic Act.

2.18 Brokers or Finders . Except as set forth in that certain engagement letter dated April 17, 2018 between the Company and Goldman Sachs & Co. LLC (a copy of which has been made available), the Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any of the transactions contemplated hereby.

2.19 Tax Returns and Payments .

(a) The Company and each of its subsidiaries have timely filed (taking into account all applicable extensions) all income, franchise and other material Tax Returns required to be filed by each of them with appropriate Governmental Bodies. These income, franchise and other material Tax Returns (and any amendments thereto) are true, correct and complete in all material respects. All material (whether individually or in the aggregate) Taxes due and payable by the Company and each of its subsidiaries (whether or not shown on any Tax Return) have been duly and timely paid or will be duly and timely paid to the appropriate Governmental Body prior to the time they become delinquent other than Taxes contested in good faith through appropriate proceedings and for which adequate reserves, in accordance with GAAP, are reflected in the Financial Statements. All material (whether individually or in the aggregate) required estimated Tax payments sufficient to avoid underpayment penalties or interest have been made by the Company and each of its subsidiaries. The Company and, if applicable, each of its subsidiaries,

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have made adequate provision in their books and records and Financial Statements in accordance with GAAP for all Taxes which are not yet due and payable. All material (whether individually or in the aggregate) Taxes that the Company and each of its subsidiaries have been required to collect or withhold have been duly withheld or collected and, to the extent required, have been duly and timely paid to the proper Governmental Body and the Company and each of its subsidiaries have complied in all material respects with all Tax information reporting provisions of all applicable Laws. Neither the Company nor any of its subsidiaries (i) has been a member of an affiliated group (within the meaning of Section 1504 of the Code) filing a combined, consolidated, or unitary Tax Return (other than a group the common parent of which was the Company) or (ii) has any liability for the Taxes of any Person by reason of Treasury Regulations Section 1.1502-6 (or any analogous provision of state, local or foreign Law), contract (other than agreements solely between the Company and/or any of its subsidiaries and commercial agreements entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes), assumption, transferee or successor liability, operation of law or otherwise. Neither the Company nor any of its subsidiaries is a party to or bound by any Tax sharing agreement, Tax indemnity or similar agreement with any Person with respect to Taxes, other than agreements solely between the Company and/or any of its subsidiaries and commercial agreements entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes. Neither the Company nor any of its subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Law. Neither the Company nor any of its subsidiaries has been a “controlled corporation” or a “distributing corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code (other than the distribution by the Company to its stockholders of the equity interests of PAX Labs, Inc., formerly PAX Labs (Deux), Inc., pursuant to the Contribution and Distribution Agreement, dated as of June 30, 2017, by and between the Company and PAX Labs, Inc. (the “ Spin-Off ”)) within the past two (2) years. The Spin-Off qualifies under Section 355 of the Code.

(b) There is no Tax audit, examination, investigation, or administrative or judicial proceeding concerning any material (whether individually or in the aggregate) Tax matters with respect to the Company or any of its subsidiaries that is currently pending or being conducted or that has been threatened in writing. Neither the Company nor any of its subsidiaries has been advised by a Governmental Body in writing (i) of any material (whether individually or in the aggregate) deficiency in assessment or material (whether individually or in the aggregate) proposed adjustment to its Taxes or (ii) in a jurisdiction in which the Company or any of its subsidiaries have not filed Tax Returns, that the Company or any of its subsidiaries are or may be subject to material (whether individually or in the aggregate) Tax by, or required to file material (whether individually or in the aggregate) Tax Returns in, that jurisdiction. There are no material (whether individually or in the aggregate) Liens for any Taxes (other than for Taxes not yet due and payable or for Taxes that are being contested in good faith through appropriate proceedings and for which adequate reserves, in accordance with GAAP, have been established in the Financial Statements) upon any of the properties or assets of the Company or any of its subsidiaries. There are no outstanding agreements or waivers by the Company or any of its subsidiaries extending the statutory period of limitation applicable to any material (individually or in the aggregate) Tax Return of the Company or any of its subsidiaries for any period. Neither the Company nor any of its subsidiaries has received or applied for a Tax ruling from any Governmental Body or entered

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into any “closing agreement” pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) or other written agreement with a Governmental Body regarding material (individually or in the aggregate) Taxes or material (individually or in the aggregate) Tax matters.

(c) As used in this Agreement, (i) “ Taxes ” means any and all foreign, United States federal, state, provincial, local, and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including those imposed on, measured by, or computed with respect to income, franchise, profits or gross receipts, alternative or add-on minimum, margin, ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, unclaimed property taxes (or similar), environmental, capital stock, license, branch, payroll, estimated, withholding, employment, social security (or similar), insurance, disability, workers compensation, unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, registrations, net worth, and customs duties, and (ii) “ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, or other document or information, including any attachment thereto and any amendments thereof, filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment, of any Tax.

(d) Notwithstanding any other provisions of this Agreement, the Investors acknowledges and agrees that no representation or warranty is made by the Company in this Agreement or any Transaction Documents in respect of Tax matters, other than the representations and warranties set forth in this Section  2.19 , Section  2.10 , Section  2.21 or Section  2.23 , and no other provisions of this Agreement or any Transaction Document shall be interpreted as containing any representation or warranty with respect thereto.

2.20 Employees .

(a) To the Company’s actual knowledge (without inquiry), no officer, key employee or material group of employees intends to terminate his or her employment with the Company or any of its subsidiaries, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees. Each officer and key employee of the Company is currently devoting all of his or her business time to the conduct of the Company’s business. No employees of the Company or any of its subsidiaries employed in the United States are represented by any labor union or covered by any collective bargaining agreement. There is no labor union organizing activity pending or, to the Company’s knowledge, threatened with respect to the Company. The employment of each officer and employee of the Company or any of its subsidiaries employed in the United States is terminable at the will of the Company or such subsidiary, as applicable.

(b) The Company (i) is not a party to any collective bargaining agreement, works council agreement or other agreement with any labor organization, (ii) does not have any employees covered by an employee representative body, including a labor union, labor organization or works council that represents such employees, (iii) has not experienced any strike, work stoppage, walkout, or other material labor dispute since January 1, 2015, and (iv) has not

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engaged in any plant closing or employee layoff activities since January 1, 2015 that violate the Worker Adjustment and Retraining Notification Act of 1988, as amended (“ WARN Act ”). There are no pending or, to the Company’s knowledge, threatened, union organizing efforts or representational demands involving any employees of the Company.

(c) The Company is and has been during the three years prior to the date of this Agreement in compliance in all material respects with all applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, worker classification, exempt and non-exempt status, compensation and benefits, wages and hours and the WARN Act.

2.21 Employee Benefit Plans .

(a) Section 2.21 of the Schedule of Exceptions sets forth a true and complete list of each employee or director benefit plan, arrangement or agreement, whether or not written, including, without limitation, any employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (in each case, whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement (the “ Plans ”) that is or has been sponsored, maintained or contributed to by the Company or by any ERISA Affiliate. For purposes of this Agreement, “ ERISA Affiliate ” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(b) The Company has made available true and complete copies of each of the Plans and certain related documents, including, but not limited to, (i) each writing constituting a part of such Plan, including all amendments thereto; (ii) the most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (iii) the most recent determination letter from the IRS (if applicable) for such Plan.

(c) (i) Each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable Laws, including but not limited to ERISA, and the Internal Revenue Code of 1986, as amended (the “ Code ”); (ii) each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, and there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan; (iii) no Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (iv) no Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Company beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law or (B) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA); (v) no liability under Title IV of ERISA has been incurred by the Company or any of its ERISA Affiliates that has not been satisfied in full, and no condition exists

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that presents a risk to the Company or any ERISA Affiliate of incurring a liability thereunder; (vi) no Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (vii) all contributions or other amounts payable by the Company as of the Closing Date pursuant to each Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP; and (viii) there are no pending or, to the Company’s knowledge, threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto plan.

(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (i) result in any material payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the Company from the Company or any of its subsidiaries under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan or (iii) result in any acceleration of the time of payment, funding or vesting of any such benefits.

(e) Neither the Company nor any of its subsidiaries is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to Tax).

2.22 Corporate Documents . The Restated Certificate and the Restated Bylaws are in the form set forth in Exhibit A and Exhibit B , respectively.

2.23 Financial Statements . The Company has delivered to the Investors its audited financial statements as of and for the year ended December 31, 2017 and its unaudited financial statements as of and for the nine (9) months ended as of September 30, 2018 (the “ Balance Sheet Date ”) (such audited and unaudited financial statements, the “ Financial Statements ”). The Financial Statements, together with the notes thereto, have been derived from the books and records of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company and its subsidiaries as of the date, and for the period, indicated therein. Except as set forth in the Financial Statements, neither the Company nor any of its subsidiaries has any material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date; and (ii) obligations under Material Contracts, and under contracts and commitments incurred in the ordinary course of business, that are not required under GAAP to be reflected in the Financial Statements. Except as disclosed in the Financial Statements, neither the Company nor any of its subsidiaries is a guarantor or indemnitor of any indebtedness of any other Person. The Company and each of its subsidiary maintain a standard system of accounting established and administered in accordance with GAAP. The Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including

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internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization, and (ii) transactions are recorded as necessary to permit the preparation of the Financial Statements in conformity with GAAP and maintain accountability for assets. There are no material weaknesses or significant deficiencies (as such terms are defined in Regulation S-X promulgated under the Securities Act and Exchange Act) in the Company’s and its subsidiaries’ internal controls likely to adversely affect its ability to record, process, summarize and report financial information of the Company and its subsidiaries and there has not been any fraud, whether or not material, that involves management or other employees of the Company and its subsidiaries who have a significant role in internal controls over financial reporting.

2.24 Changes . Since the Balance Sheet Date, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, that, individually or in the aggregate, has had a Material Adverse Effect;

(b) any resignation or termination of any officer, key employee or group of employees of the Company or any of its subsidiaries, and to the Company’s actual knowledge (without inquiry), there is no impending resignation or termination of employment of any officer, key employee or material group of employees;

(c) any material damage, destruction or loss, whether or not covered by insurance, of any assets or properties of the Company or its subsidiaries;

(d) any waiver by the Company of a valuable right or of a material debt owed to it or any of its subsidiaries;

(e) any material change in any equity compensation arrangement or equity agreement with any of the Company’s executive officers;

(f) any sale, assignment, or exclusive license of any Registered Intellectual Property, in each case, owned by the Company or any of its subsidiaries to a third party (other than any Affiliate of the Company); provided , however , that for the avoidance of doubt, this Section  2.24(f) is not intended to cover any exclusive distribution, supply, manufacturing or other commercial agreements;

(g) other than the Cash Distribution (as defined below), any declaration or payment of any dividend or other distribution by the Company;

(h) any acquisition or disposition (whether through merger, consolidation, stock or asset purchase or otherwise) of a business or assets (other than the purchase or sale of inventory in the ordinary course of business consistent with past practice) for consideration (including assumed liabilities) in excess of $10,000,000 in the aggregate, or any merger or consolidation with any other Person;

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(i) any loans, advances, guarantees or capital contributions to, or investments in, any other Person, other than ordinary course advances to employees in connection with business expenses;

(j) any change in any method of financial accounting or accounting practice or policy used by the Company or any of its subsidiaries, other than such changes as are required by GAAP or a Governmental Body;

(k) any material capital expenditures, other than in accordance with the budget made available;

(l) any material changes to the compliance policies or codes of conduct of the Company or any of its subsidiaries;

(m) any compromise or settlement of any suit, action, arbitration, claim, inquiry, investigation, or proceeding other than compromises or settlements resulting in no obligation of the Company or any of its subsidiaries other than the payment of less than $25,000,000 in the aggregate; or

(n) any arrangement or commitment by the Company or any of its subsidiaries to do any of the acts described in subsections  (a) through (m) .

2.25 Shell Company Status . The Company is not, nor has it ever been, an issuer identified in Rule 144(i)(1) promulgated under the Securities Act.

2.26 Foreign Corrupt Practices; Sanctions . Except for such violations as are not, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole, neither the Company nor any of its subsidiaries, nor any of their respective directors, officers, employees or agents (acting in their role as directors, officers, employees or agents), have taken any action that violated or failed to comply with any (i) anti-bribery or anticorruption Laws, including the Foreign Corrupt Practices Act of 1977, as amended or (ii) any sanctions, export controls, money laundering, anti-terrorism, embargo or anti-boycott Laws administered or enforced by the United States, the European Union (or any member state of the European Union), the United Kingdom, or the United Nations.

2.27 Products . The Company’s product packaging is complete and accurate in all material respects with respect to product ingredients (as applicable), country of origin, and any other packaging requirements required by current Law.

2.28 Data Privacy .

(a) “ Personal Data ” means any information about an identifiable individual, including a natural person’s name, street address, telephone number, e-mail address, photograph, social security number, social insurance number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number, biometric identifiers or any other piece of personal information, each to the extent that the foregoing allows the identification of or contact with a natural person.

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(b) “ Privacy Law ” means any Law relating to the collection, use, storage, processing, retention, transfer (including, without limitation, any transfer across national borders), or disclosure of Personal Data, including the Payment Card Industry Data Security Standard published by the Payment Card Industry Security Standards Council.

(c) The Company and its subsidiaries maintain policies and procedures regarding data security and privacy that are commercially reasonable and that are designed for the Company and its subsidiaries to be in compliance with and the Company and its subsidiaries are in all material respects in compliance with, its privacy policies and all applicable Privacy Law. The consummation of the transactions contemplated by this Agreement are not, and will not result in the Company being, in material breach of its privacy policies or any applicable Privacy Law. There is no complaint to, proceeding, investigation or claim, pending, or to the Company’s knowledge, threatened, against the Company by any Governmental Body, or by any Person in respect of the collection, use, processing, retention, transfer, or disclosure of Personal Data. Since January 1, 2015 there have been no losses or thefts of, or any unauthorized access to, misuse of, or data or security breaches relating to, any Personal Data or other material confidential data held or under the control of the Company or any of its subsidiaries or for which the Company or any of its subsidiaries are responsible that (i) are required to be disclosed or reported by the Company or any of its subsidiaries under applicable Law or (ii) would reasonably be expected to be material to the Company and its subsidiaries, taken as a whole.

2.29 Significant Supplier . No Significant Supplier has terminated, materially reduced or threatened in writing to terminate or materially reduce its provision of products or services to the Company, or otherwise materially and adversely revised the terms upon which it supplies products or service to the Company (or proposed in writing any such material, adverse revision).

2.30 Significant Customers and Distributors . No Significant Distributor has terminated, materially reduced or threatened in writing to terminate or materially reduce its acquisition or distribution of products or services of the Company, or otherwise materially and adversely revised the terms upon which it acquires or distributes products or service of the Company (or proposed in writing any such material, adverse revision).

2.31 Minute Books . The Company has made available minute books of the Company relating to all meetings of directors and stockholders since June 1, 2017.

2.32 Insurance and Recalls . The Company has commercially reasonable and customary general commercial, product liability, fire and casualty insurance policies. The Company has in full force and effect commercially reasonable and customary products liability and errors and omissions insurance. The Company has made available copies of each of its material insurance policies. The Company has never recalled any of the Company’s products.

2.33 Disclosure; Knowledge . The Company does not make any representations or warranties (including any statements in respect of any projections prepared by the Company and statements made in the confidential information memorandum made available), whether expressed or implied, at Law or in equity, other than as expressly set forth in this Section  2 , and any such representations or warranties (other than those expressly set forth in this Section  2 ) are

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hereby expressly disclaimed. As used herein, the phrase “ to the Company’s knowledge ” means the actual knowledge of the Company’s CEO, CFO or CLO and, solely with respect to Section  2.7 (Intellectual Property), the Company’s VP, Intellectual Property, in each case after reasonable inquiry to the employees of the Company primarily responsible for the subject matter of the applicable representation or warranty.

3. Representations and Warranties of the Investor s . The Investors hereby represent and warrant to the Company as follows:

3.1 Investment Intent . Investor Sub is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and Investor Sub has no present intention of selling, granting any participation in, or otherwise distributing the same.

3.2 Investment Experience . Investor Sub has such knowledge and experience in financial and business matters so that Investor Sub is capable of evaluating the merits and risks of its investment in the Company.

3.3 Speculative Nature of Investment . Investor Sub understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. Investor Sub can bear the economic risk of Investor Sub’s investment and is able, without impairing Investor Sub’s financial condition, to hold the Shares, as applicable, for an indefinite period of time and to suffer a complete loss of Investor Sub’s investment.

3.4 Access to Data ; Non-Reliance .

(a) The Investors have had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Transaction Agreements, the exhibits and schedules attached thereto and the transactions contemplated by the Transaction Agreements, as well as the Company’s business, management and financial affairs. Assuming the accuracy of the representations and warranties set forth in Article 2 , the Investors believe that they have received all the information the Investors consider necessary or appropriate for deciding whether to purchase the Shares. The Investors acknowledge that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.

(b) The Investors represent that: (i) they are not relying and hereby disclaims reliance (for purposes of entering into this Agreement) upon any advice, counsel or representations (whether written or oral) of the Company (including information included in any information memorandum) or omissions therefrom, other than the express representations and warranties made by the Company in the Transaction Agreements; and (ii) neither the Company nor any of its representatives has given the Investors (directly or indirectly through any other Person) any assurance, guarantee or representation whatsoever as to the expected or projected success of the Company, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Transaction Agreements.

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3.5 Accredited Investor . The Investors are “accredited investors” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission (the “ SEC ”) under the Securities Act.

3.6 Restricted Securities . Investor Sub understands that the Shares have not been, and (except as otherwise set forth in the Transaction Agreements) will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the truth and accuracy of the Investors’ representations as expressed herein. Investor Sub understands that the Shares are “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, Investor Sub must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor Sub acknowledges that the Company has no obligation to register or qualify the Shares for resale except as expressly set forth in the Transaction Agreements. Investor Sub further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Investors’ control, and with respect to which the Company is under no obligation and may not be able to satisfy.

3.7 No Public Market . Investor Sub understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities except as expressly set forth in the Transaction Documents.

3.8 Authorization .

(a) The Investors have all requisite power and authority to execute and deliver the Transaction Agreements, to purchase the Shares hereunder and to carry out and perform their respective obligations under the terms of the Transaction Agreements. All action on the part of the Investors necessary for the authorization, execution, delivery and performance of the Transaction Agreements, and the performance of all of the Investors’ respective obligations under the Transaction Agreements, has been taken or will be taken prior to the Closing.

(b) The Transaction Agreements, when executed and delivered by the Investors, will constitute valid and legally binding obligations of the Investors, enforceable in accordance with their terms subject to the Enforceability Exceptions.

(c) Except as required under the HSR Act with respect to the Antitrust Conversion and any other approval or clearance required under any other Antitrust Laws at the time of the Antitrust Conversion, no consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Body or third person is required to be obtained by the Investors in connection with the execution and delivery of the Transaction Agreements by the Investors or the performance of the Investors’ respective obligations thereunder.

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(d) The execution and delivery of the Transaction Agreements by the Investors, and the performance by the Investors of their respective obligations pursuant to the Transaction Agreements, will not result in (i) any violation of, or conflict with, or constitute a default under, the Investor’s articles of incorporation or bylaws, Investor Sub’s limited liability company agreement or under any agreement to which the Investors or any of their respective Affiliates is a party, or (ii) a violation of Law.

(e) Other than the Transaction Agreements, neither the Investor nor any of its Affiliates is party or subject to any agreement that, following the Closing, will bind the Company, any of the Company’s subsidiaries, or any of their respective businesses or assets, including any such agreements that, following the Closing, will require the Company or any of its subsidiaries to, or require the Investors to require the Company or any of its subsidiaries to, (i) limit or restrict any assets or business of the Company or its subsidiaries or the ownership or operation thereof (including any non-compete, non-solicitation, non-investment, non-interference or similar restrictive covenant) or (ii) grant to any third party any ownership of, or right or license to, any assets or business of the Company or any of its subsidiaries.

3.9 Brokers or Finders . The Investors have not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investors, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any of the transactions contemplated hereby, in each case that would become a liability of the Company.

3.10 Legends .

(a) The Investors understand and agree that the certificates evidencing the Shares, or any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by the Transaction Agreements or under applicable state securities Laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT, A

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COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID AGREEMENT.”

(b) Any legend set forth in, or required by, the other Transaction Agreements.

(c) Any legend required by the securities Laws of any state to the extent such Laws are applicable to the Shares represented by the certificate so legended.

4. Covenants .

4.1 Reasonable Best Efforts .

(a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective the Antitrust Conversion, (i) obtaining all necessary actions or nonactions, waivers, clearances, consents, permits and approvals from Governmental Bodies, (ii) making all necessary registrations, filings, notices, notifications and requests for authorizations with and to all Governmental Bodies, pursuant to all applicable Antitrust Laws, relating to the Antitrust Conversion (including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Antitrust Conversion, which each party shall file within 90 days following the Closing) and, if requested, to promptly amend or furnish additional information thereunder and (iii) obtaining each other’s consent, authorization and/or approval (if any) required to be obtained by such Party pursuant to any applicable Law or material contract in connection with the transactions contemplated hereby ( provided , that in no event shall the Company be obligated to pay or to commit to pay to any person whose consent, authorization and/or approval is being sought any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such person in connection with such consent, authorization and/or approval). Each Party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by any Governmental Body, including the U.S. Department of Justice or the Federal Trade Commission, relating to the Antitrust Conversion; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body under any applicable Antitrust Laws (including the HSR Act) relating to the Antitrust Conversion; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any applicable Antitrust Laws (including the HSR Act) relating to the Antitrust Conversion, subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary, proper or advisable and consistent with this Section  4.1 to cause a decision, in whatever form (including a declaration of lack of jurisdiction) by any relevant Governmental Bodies or the expiration of the applicable waiting periods (or any extension thereof) under all applicable Antitrust Laws (including the expiration of the applicable waiting periods under the HSR Act relating to the Antitrust

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Conversion). The Company and the Investors shall, subject to applicable Law, use reasonable best efforts to (x) cooperate and coordinate with the other in the taking of the actions contemplated by the immediately preceding sentence and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions.

(b) In connection with the foregoing, each Party shall use its reasonable best efforts: (i) to give the other Party reasonable prior notice of any substantive communication it initiates with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, forms, declarations, registrations, filings, notices, notifications, registrations or requests for authorization, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication initiated by it, understanding or agreement with any Governmental Body, in each case under any applicable Antitrust Law relating to the Antitrust Conversion, subject to advice of such Party’s antitrust counsel; (ii) not to participate in any substantive meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry under any applicable Antitrust Law relating to the Antitrust Conversion, without giving the other Party prior notice of the meeting or conversation and, unless denied by such Governmental Body, the opportunity to attend and/or participate therein; (iii) if attending a meeting, conference, or conversation with a Governmental Body under any applicable Antitrust Law relating to the Antitrust Conversion, from which the other Party is prohibited by applicable Law or denied by the applicable Governmental Body from participating in or attending, to keep the other Party reasonably apprised with respect thereto; and (iv) to consult and cooperate with the other Party in connection with any information or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any applicable Antitrust Law relating to the Antitrust Conversion.

(c) To the extent reasonably practicable and subject to the provisions of Section 8.1 of the Relationship Agreement, legal counsel for the Company and the Investors shall have the right to review in advance, and will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to the Company or the Investors, as the case may be, and any of their respective subsidiaries and representatives, that appears in any filing made with, or written materials submitted to, any third party or Governmental Body in connection with the Antitrust Conversion (provided, that these materials may be redacted to the extent necessary to address reasonable attorney-client or other privilege, or other confidentiality concerns; provided , further , that the Parties shall use reasonable best efforts to cause the information so redacted to be provided in a manner that would not reasonably be expected to result in any waiver or loss of such privilege, including by entering into a common interest or joint defense agreement). In exercising the foregoing rights, each of the Company and the Investors shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section  4.1(c) shall be subject to the Confidentiality Agreement, and the Parties shall comply with, and shall cause their respective representatives to comply with, all of their respective obligations thereunder. Neither the Company nor the Investors shall commit to or agree (or permit their respective subsidiaries to commit to or agree) with any Governmental Body to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).

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(d) If any objections are asserted by any Governmental Body or any private party with respect to the Antitrust Conversion under any Antitrust Law or if any legal proceeding is instituted by any Governmental Body or any private party challenging the Antitrust Conversion as violative of any Antitrust Law, each Party shall use its reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of the Antitrust Conversion; and (ii) take such action as reasonably necessary to overturn any action by any Governmental Body or private party to block consummation of the Antitrust Conversion, including by defending any legal proceeding brought by any Governmental Body or private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Antitrust Conversion, or in order to resolve any such objections or challenge as such Governmental Body or private party may have to such transactions under such Antitrust Law so as to permit consummation of the Antitrust Conversion.

(e) The Investor, to the extent permitted by the applicable Laws and the Investor’s and its subsidiaries’ obligations under any contracts or other binding instrument in effect as of the Closing Date (the “ Remedy Restrictions ”), shall and, shall cause its Affiliates to, (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of the Investor or any of its Affiliates (excluding the Company and its subsidiaries), or (ii) otherwise offer to take or offer to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services, or creating, terminating, or amending any existing relationships, ventures, contractual rights or obligations, of the Investor or any of its Affiliates, excluding the Company and its subsidiaries) which it is lawfully capable of taking ( clauses  ( i ) and (ii)  collectively, “ Remedial Actions ”) and if the offer is accepted, take or commit to take such action, in each case, as may be required in order to avoid the entry of any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Antitrust Conversion or avoid the commencement of any legal proceeding to prohibit the Antitrust Conversion, or if already commenced, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any legal proceeding so as to enable the Antitrust Conversion to occur ; provided , however , that the Investor shall not be required to take Remedial Actions with respect to any of the Investor’s or its Affiliates’ products or services other than the Investor’s and its subsidiaries’ e-Vapor Business. If any divestiture or disposition of the Investor’s and its subsidiaries’ e-Vapor Business is not permitted by applicable Remedy Restrictions but subsequently becomes permitted thereunder, the Investor shall as promptly as practicable thereafter provide written notice to the Company that such divestiture or other disposition has become permissible and shall offer to divest or otherwise dispose of such e-Vapor Business as promptly as practicable after receipt of confirmation by the Company to do the same.

(f) Notwithstanding anything to the contrary contained herein, in no event will the Company or its Affiliates be required to propose, negotiate, offer to commit or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, disposition or holding separate of any assets or businesses of the Company or its Affiliates, or otherwise offer to take or offer to commit to take any such action (including any such action that limits its or their respective freedom of action, ownership or control with respect to, or its or their respective ability to retain or hold, any of the businesses, assets, product lines, properties or services, or creating, terminating, or amending any existing relationships, ventures, contractual rights or obligations, of the Company or its Affiliates).

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(g) The Parties shall work cooperatively together on all communications and strategy relating to litigation matters under Antitrust Laws ( provided , that each Party acts in good faith and neither Party is constrained from complying with applicable Law), subject to consultations with and the inclusion of the other Party at meetings with Governmental Bodies involving substantive issues under the Antitrust Laws, unless the inclusion of one Party is reasonably determined by the other Party after good faith consultation by both Parties to be strategically detrimental to the ultimate goal of obtaining Antitrust Clearance.

(h) The obligations of this Section  4.1 shall terminate upon the earlier of receipt of Antitrust Clearance and the Antirust Termination Date.

4.2 Actions Following Antitrust Clearance . Promptly following Antitrust Clearance, the Company shall take all steps necessary or appropriate (a) to effectuate the Antitrust Conversion and (b) to appoint each Investor Director (as defined in the Relationship Agreement) to the Board of Directors of the Company in accordance with the Transaction Agreements (which, in each case (a) and (b), shall take place no later than five (5) business days following Antitrust Clearance).

4.3 Prepayment of Notes . Reference is made to those certain Subordinated Promissory Notes, issued on July 20, 2018, by and between the Company and the holders thereof (as amended, the “ Notes ”), which were issued pursuant to the that certain Subordinated Convertible Note Purchase Agreement dated December 4, 2017, as amended. Promptly following the Closing and in any event within ten (10) days, the Company shall prepay the Notes in full.

4.4 Cash Distribution . Following the Closing, the Company may effect one or more cash distributions up to the aggregate amount set forth on Schedule  4.4(a) to the holders of its outstanding capital stock and other equity securities, including outstanding options, as of immediately prior to the Closing in accordance with the plan set forth in Schedule 4.4(b) (the “ Cash Distribution ”) (it being understood that neither the Investors, nor any holder of Class C-1 Common or Class C Common shall receive any portion of the Cash Distribution). If, after the Closing, the Company desires to change the Cash Distribution plan set forth on Schedule 4.4(b) , the Company and the Investors shall use their good faith efforts to determine an alternative plan to effect the goals of the Cash Distribution and such alternative plan may be effected (and Schedule 4.4 and the definition of Cash Distribution may be amended accordingly) by agreement of the Company and the Investors; provided that in no event shall the Investors have any obligation to agree to any such alternative plan and/or amendment that adversely affects the Investors relative to the Cash Distribution. Without limiting the foregoing, in no event shall the Company effect any Cash Distribution that would result in the cash of the Company and its subsidiaries, net of the Indebtedness of the Company and its subsidiaries and net of any fees of financial advisors payable in connection with the transactions contemplated hereby, being less than $950,000,000 immediately following the completion of the Cash Distribution. The Investors hereby consents to the Cash Distribution, and in connection therewith, if such Cash Distribution requires stockholder approval, Investor Sub shall vote or act by written consent (as applicable) all of the Shares owned

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by it in favor of the Cash Distribution, and execute and deliver all related documentation and take such other action in support of such Cash Distribution as shall reasonably be requested by the Company in order to carry out the terms and provisions of this Section  4.4 .

4.5 R&W Policy . “ R&W Policy ” means, collectively, that certain primary representation and warranty insurance policy issued to the Investors as the “Named Insured” therein (Policy No. 18403029) with respect to the Company’s representations and warranties set forth in this Agreement and related excess representation and warranty insurance policies, which such policy, for the avoidance of doubt, includes terms to the effect that the insurer(s) waives its rights to bring any claim by way of subrogation, contribution or otherwise against the Company and its Affiliates (other than with respect to any claims arising from any fraud). No later than five (5) business days following the Closing, the Company shall pay the Investor Sub, via wire transfer, $10,351,649.38, representing 50% of the premium for the R&W Policy. In addition, in the event that the Investors actually incur from time to time a loss that is covered by the R&W Policy (or would be covered but for the retention under the R&W Policy), then the Company shall within ten (10) business days after a claim for such loss is submitted under the R&W Policy pay the Investors via wire transfer 50% of the amount of such loss, provided that the aggregate amount that the Company shall be obligated to pay pursuant to this sentence shall not exceed $30,000,000, representing 50% of the retention for the R&W Policy. The Investors will not, without the consent of the Company, permit provisions in the R&W Policy regarding subrogation to be amended or modified in a manner adverse to the Company. In the event of any claim made in good faith under the R&W Policy with respect to the representations and warranties set forth in Section 2.17(d), the Company shall provide the Investors with access to the materials identified in Section 2.17(d) of the Schedule of Exceptions.

4.6 Joint Press Release . Promptly following the Closing, the Parties will issue a mutually agreed joint press release describing the Investor’s support obligations set forth in the Services Agreement.

5. Conditions to the Investors ’ Obligation to Close . The Investors’ obligation to effect the Closing, including for Investor Sub to purchase the Shares at the Closing, is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived by the Investors:

5.1 Representations and Warranties . The representations and warranties made by the Company in Section  2 (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct as of the date of the Closing.

5.2 Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

5.3 Blue Sky . The Company shall have obtained all necessary blue sky Law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares.

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5.4 Restated Certificate . The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Secretary of State of the State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

5.5 True-Up Convertible Security . The Company shall have executed and delivered the True-Up Convertible Security.

5.6 License Agreement, Relationship Agreement and Services Agreement . The Company shall have executed and delivered the License Agreement, the Relationship Agreement and the Services Agreement.

5.7 Rights Agreement . The Company and sufficient stockholders to amend the prior Rights Agreement shall have executed and become a party to the Rights Agreement.

5.8 Co-Sale Agreement . The Company and sufficient stockholders to amend the prior Co-Sale Agreement shall have executed and become a party to the Co-Sale Agreement.

5.9 Voting Agreement . The Company and sufficient stockholders to amend the prior Voting Agreement shall have executed and become a party to the Voting Agreement.

5.10 Closing Deliverables . The Company shall have delivered to the Investors on or prior to the Closing the following:

(a) a certificate executed by a duly authorized officer of the Company, certifying the satisfaction of the conditions to closing listed in Sections  5.1 and 5.2 ;

(b) a certificate of the Secretary of State of the State of Delaware dated as of a date within five (5) days prior to the date of the Closing, with respect to the good standing of the Company; and

(c) a certificate of the Company executed by a duly authorized officer of the Company having attached thereto (1) the Restated Certificate as in effect at the time of the Closing, (2) the Restated Bylaws as in effect at the time of the Closing, and (3) the resolutions of the Board of Directors of the Company and the stockholders of the Company adopted in connection with the transactions contemplated by this Agreement, as applicable.

5.11 Proceedings and Documents . All corporate and other proceedings required to carry out the transactions at the Closing contemplated by this Agreement, and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the Investors or their counsel, and the Investors or their counsel shall have been furnished with such instruments and documents as it shall have reasonably requested.

5.12 Consents and Waivers . The Company shall have obtained any and all material consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or the Transaction Agreements at the Closing, including (a) all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution and delivery of this Agreement or the Transaction Agreements (excluding, for the avoidance of doubt, the Antitrust Clearance) and (b) waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its securities.

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5.13 Reservation of Conversion Shares . The Class C Conversion Shares shall have been duly authorized and reserved for issuance upon the Antitrust Conversion and upon conversion of the True-Up Convertible Security, and the Class A Conversion Shares shall have been duly authorized and reserved for issuance upon conversion of the Class C-1 Common and the Class C Common, as applicable.

6. Conditions to Company ’ s Obligation to Close . The Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or before the Closing of the following conditions, unless waived by the Company:

6.1 Representations and Warranties . The representations and warranties made by the Investors in Section  3 shall be true and correct in all material respects as of the date of the Closing.

6.2 Covenants . All covenants, agreements and conditions contained in the Transaction Agreements to be performed by the Investors on or prior to the date of the Closing shall have been performed or complied with as of the date of the Closing.

6.3 Compliance with Securities Laws . The Company shall be satisfied that the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable federal and state securities Laws (including receipt by the Company of all necessary blue sky Law permits and qualifications required by any state, if any).

6.4 Qualifications . All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

6.5 Restated Certificate . The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Secretary of State of the State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

6.6 True-Up Convertible Security . The Investors shall have executed and delivered the True-Up Convertible Security.

6.7 License Agreement, Relationship Agreement and Services Agreement . The Investor shall have executed and delivered the License Agreement and the Services Agreement, and the Investors shall have executed and delivered the Relationship Agreement .

6.8 Rights Agreement . The Investors and sufficient stockholders to amend the prior Rights Agreement shall have executed and become a party to the Rights Agreement.

6.9 Co-Sale Agreement . The Investors and sufficient stockholders to amend the prior Co-Sale Agreement shall have executed and become a party to the Co-Sale Agreement.

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6.10 Voting Agreement . The Investors, and sufficient stockholders to amend the prior Voting Agreement, shall have executed and become a party to the Voting Agreement.

6.11 Side Letter and Board Observer Rights Letter . The counterparty to the Side Letter by and between the Company and PXH LLC shall have executed and become a party to an amendment to such Side Letter to terminate the provisions under the heading “Related Party Transactions”. The observer rights set forth in that certain Amended and Restated Board Observer Rights letter agreement, dated May 9, 2014, between the Company and Sand Hill Angels X, LLC and the “Representative” named therein, shall have been terminated.

6.12 Consents and Waivers . The Company shall have obtained any and all material consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement and the other Transaction Agreements at the Closing, including (a) all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution and delivery of this Agreement and the other Transaction Agreements (excluding, for the avoidance of doubt, the Antitrust Clearance) and (b) waivers in respect of any preemptive, right of first offer or similar rights directly or indirectly affecting any of its securities.

7. Miscellaneous .

7.1 Amendment . Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors. Without limiting the foregoing, this Agreement may not be amended or terminated, and no material term hereof may be waived or discharged, unless such amendment, termination, waiver (in the case of a waiver by the Company) or discharge (in the case of a discharge by the Company) is approved by the affirmative vote of at least two-thirds (2/3 ^rd ) of the Non-Investor Directors (as defined in the Relationship Agreement).

7.2 Notices . All notices and other communications required or permitted hereunder shall be made in accordance with the Relationship Agreement.

7.3 Governing Law . This Agreement shall be governed in all respects by the internal Laws of the State of Delaware, without regard to principles of conflicts of Law.

7.4 Fees and Expenses . Except as set forth in Section  4.5 , the Company and the Investors shall each pay their respective fees and expenses incurred in connection with the transactions contemplated by this Agreement.

7.5 Survival .

(a) The Parties, intending to modify any applicable statute of limitations, acknowledge and agree that the representations and warranties of the Company contained in this Agreement (or in any instrument delivered by the Company to an Investor under this Agreement) shall terminate upon, and shall not survive, the Closing. The Company shall have no obligation for indemnification hereunder or any other liability to the Investors with respect to any claim based on, in respect of or by reason of a breach of any representation or warranty of the Company contained in this Agreement (or in any instrument delivered by the Company to the

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Investors under this Agreement). The Investors hereby acknowledge and agree that, upon the Closing and except for intentional and knowing fraud by the Company against the Investors with respect to any representations and warranties contained in this Agreement (or in any instrument delivered by the Company to the Investors under this Agreement), the Investors’ sole and exclusive remedy with respect to the representations and warranties of the Company contained in this Agreement (or in any instrument delivered by the Company to the Investors under this Agreement) shall be limited to any recourse available under the R&W Policy and, notwithstanding the provisions of this Section  7.5(a) and Section  7.5(b) , under Section  4.5 of this Agreement.

(b) In furtherance of the foregoing, from and after the Closing, the Investors (on behalf of themselves and each of their respective Affiliates) hereby waive and release, and covenant not to sue with respect to, to the fullest extent permitted under Law, any and all rights, claims and causes of action (including any statutory rights to contribution or indemnification) for any breach of any representation or warranty of the Company contained in this Agreement (or in any instrument delivered by the Company to the Investors under this Agreement) arising under or based upon any theory whatsoever, under any Law, in equity, contract, tort or otherwise; provided , however , that, without limiting Section  3.4(b) , the foregoing shall not operate to limit the common law liability of the Company in the event of intentional and knowing fraud by the Company against the Investors with respect to any representations and warranties contained in this Agreement (or in any instrument delivered by the Company to an Investor under this Agreement).

(c) Each of the covenants and agreements made in this Agreement shall survive the Closing in accordance with its terms.

(d) The Investors hereby agree that, from and after the Closing, the Investors shall indemnify, defend and hold harmless the Company Indemnified Parties from and against, and shall compensate and reimburse each of the Company Indemnified Parties for, any and all Losses actually suffered or incurred by any of the Company Indemnified Parties as a result of any Claim asserted against or sought to be collected from any Company Indemnified Party by a third party (a “ Third-Party Claim ”), to the extent that the allegations or claims in such Third-Party Claim, if proven correct, would have resulted in any breach of the representations and warranties of the Investors in Section 3.8 of this Agreement, without regard to the actual or constructive knowledge of any Company Indemnified Party with respect thereto.

(e) The following definitions apply:

(i) “ Claim ” means any claim, cause of action, action, demand, lawsuit, investigation, review, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise.

(ii) “ Company Indemnified Parties ” means the Company and its Affiliates and their respective directors, managers, officers or other Persons acting in a similar capacity, successors and permitted assigns, in each case, in their capacity as such.

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(iii) “ Losses ” means, with respect to any Company Indemnified Party, any and all losses, direct damages, obligations, Taxes, judgments, fines, settlement payments or awards of any kind actually suffered or incurred by such Company Indemnified Party after the Closing Date (together with all reasonably incurred and documented cash disbursements, costs and expenses, including reasonable and documented out-of-pocket costs of investigation, defense and appeal and reasonable and documented out-of-pocket attorneys’ fees and expenses), but excluding (a) any indirect, incidental or consequential damages except to the extent the purported Company Indemnified Party alleging such damages can reasonably establish such damages would be recoverable under the contract Law principles of the laws of Delaware, as applicable, to a breach of an underlying contractual provision, (b) any amounts calculated as a multiple of earnings, profits, revenues, sales or other financial performance measures or operating statistics or diminution of value or any loss of goodwill and (c) any punitive, exemplary or special damages, in each case even if a Party has been advised of the possibility thereof; provided, however, that with respect to any Third-Party Claim, “Losses” shall include any damages actually awarded pursuant to a Final Determination in connection therewith. “Losses” shall also be net of (A) any proceeds actually received by the Company Indemnified Party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person, less any actual costs or expenses incurred in connection with securing or obtaining such proceeds and (B) any reduction in the cash Tax liability of the Company Indemnified Party that is actually realized as a result of such Loss..

7.6 Successors and Assigns . This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by an Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties. Notwithstanding the foregoing or anything to the contrary in this Agreement, an Investor may assign any and all rights, duties and obligations hereunder to any wholly owned subsidiary, but no such assignment shall relieve such Investor of its duties or obligations hereunder.

7.7 Entire Agreement . This Agreement, including the exhibits attached hereto, and the other Transaction Agreements constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. Neither Party shall be liable or bound to the other Party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

7.8 Severability . If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

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7.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the Parties actually executing such counterparts, and all of which together shall constitute one instrument.

7.10 Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to either Party, upon any breach or default of the other Party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on one Party’s part of any breach or default under this Agreement by the other Party, or any waiver on either Party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing and that all remedies, either under this Agreement, or by Law or otherwise afforded to a Party, shall be cumulative and not alternative.

7.11 Electronic Execution and Delivery . A facsimile, PDF or other electronic reproduction of this Agreement may be executed by each Party and delivered by such Party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

7.12 Specific Performance . In addition to any and all other remedies that may be available at Law in the event of any breach of this Agreement, each Party shall be entitled to specific performance of the agreements and obligations of the other Party and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

7.13 Dispute Resolution . All disputes or claims relating to this Agreement shall be resolved in accordance with the dispute resolutions provisions set forth in Relationship Agreement.

7.14 Further Assurances . Each Party agrees to execute and deliver, by the proper exercise of its corporate powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

7.15 California Corporate Securities Law . THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

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7.16 Non-Recourse . This Agreement may only be enforced against, and any dispute or claim based upon, arising out of or related to this Agreement may only be brought against, the Parties. No past, present or future director, officer, employee, Affiliate, stockholder, equityholder, limited or general partner, member, manager, accountant, legal counsel, agent, advisor or other representative of either Party or any subsidiary of the Company (“ Representative ”) will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of either Party, or for any action, suit, claim, investigation, or proceeding based upon, arising out of or related to this Agreement. The Investors fully and unconditionally releases, acquits and forever discharges the Representatives of the Company, and each of their respective past, present and future successors, predecessors, assigns, from any and all claims, actions, causes of action, suits, damages, judgments, expenses, demands and other obligations or liabilities, of any nature whatsoever, in law or in equity, in each case, whether absolute or contingent, liquidated or unliquidated, known or unknown, arising under any agreement or understanding relating to, or arising in connection with, the Company or any of its subsidiaries and from acts, omissions, events or circumstances occurring on or prior to the Closing, including without limitation all rights, claims and causes of action released pursuant to Section  7.5(b) . The Representatives of the Company are intended third party beneficiaries of this Section  7.16 .

7.17 Interpretation . References to “Affiliates,” “Subsidiaries,” “Representatives,” “Parties,” “Company Covered Persons,” “Related Parties,” or to other Persons referred to herein include other Persons which from time to time constitute “Affiliates,” “Subsidiaries,” “Representatives,” “Parties,” “Company Covered Persons,” “Related Parties,” or such other Persons referred to herein of such specified Person, as the case may be, and do not include, at any particular time, other Persons that may have been, but at such time have ceased to be, “Affiliates,” “Subsidiaries,” “Representatives,” “Parties,” “Company Covered Persons,” “Related Parties,” or such other Persons referred to herein as the case may be, of such specified Person, except to the extent that any such reference specifically provides otherwise.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Exhibit 2.2

Execution Version

R ELATIONSHIP A GREEMENT

BY AND AMONG

JUUL L ABS , I NC .,

A LTRIA G ROUP , I NC .

AND

A LTRIA E NTERPRISES LLC

dated as of December 20, 2018

i

ii

RELATIONSHIP AGREEMENT

This RELATIONSHIP AGREEMENT (this “ Agreement ”), is made as of December 20, 2018, by and among JUUL Labs, Inc., a Delaware corporation (the “ Company ”), Altria Group, Inc., a Virginia corporation (the “ I nvestor ”) and Altria Enterprises LLC, a Virginia limited liability company and wholly owned subsidiary of the Investor (“ Investor Sub ”, and together with the Company and Richard, the “ Parties ” and, each, a “ Party ”).

RECITALS

WHEREAS , on the date hereof, concurrently with the execution and delivery of this Agreement, the Parties entered into that certain Class C-1 Common Stock Purchase Agreement (the “ Purchase Agreement ”) providing for, among other things, the purchase by the Investor, through Investor Sub, of non-voting shares of the Company’s Class C-1 Common Stock (the “ Purchase ”, and such shares of Class C-1 Common Stock, the “ Purchased Shares ”), which, subject to the terms and conditions set forth in the Purchase Agreement, shall be automatically converted into an equal number of voting shares of the Company’s Class C Common Stock (the “ Conversion Shares ” and, collectively, with the Purchased Shares, the “ Investor Initial Shares ”); and

WHEREAS , the Parties desire to enter into this Agreement to set out their respective rights, obligations and duties with respect to certain aspects of the Company and its business, management and operations and the Investor’s ownership of the Investor Shares.

NOW, THEREFORE , in consideration of the premises and the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1. Certain Defined Terms . For purposes of this Agreement the following terms shall have the following meanings:

“ 409A Valuation ” has the meaning set forth in Section  5.1(c) .

“ Action ” means any civil, criminal or administrative claim, demand, litigation, action, suit, investigation, prosecution, arbitration, mediation or proceeding.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly actually Controls, is Controlled by or is under common Control with such Person. For the avoidance of doubt, for purposes of this Agreement, neither the Investor nor any of its Subsidiaries shall be deemed to be an Affiliate of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of the Investor or any of its Subsidiaries.

“ Agreement ” has the meaning set forth in the Preamble.

“ Antitrust Clearance ” has the meaning set forth in the Purchase Agreement.

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“ Antitrust Laws ” has the meaning set forth in the Purchase Agreement.

“ Applicable Percentage ” means, as of any given time, the lesser of (i) thirty-five percent (35%) and (ii) the lowest percentage calculated as of any Measurement Time by dividing (A) the sum, without duplication, of (1) the aggregate number of Investor Shares then Beneficially Owned by the Investor, (2) the aggregate number of Shares then Beneficially Owned by any Upstream Affiliate and (3) the aggregate number of Shares that the Investor is then entitled to acquire pursuant to any provision of the Purchase Agreement, the True-Up Security or this Agreement as a result of any issuance that occurred prior to such Measurement Time, by (B) the aggregate number of Shares outstanding at such Measurement Time; provided , that for purposes of the foregoing calculation, (1) “Beneficial Ownership” shall not include any Shares deemed to be beneficially owned by a Person pursuant to Rule 13d-3(d)(1)(i) as a result of any preemptive rights prior to the closing of the issuance of New Securities that gave rise to such preemptive rights and (2) in no event shall the aggregate number of outstanding Shares be deemed to include any Shares issued following execution of this Agreement with respect to which the Company failed to afford the Investor preemptive rights in breach of Article  4 or the Equity Award True-Up rights pursuant to Section  5.1 (it being agreed that the Company shall have the right to cure such breach prior to effecting this clause (2) ). For the avoidance of doubt, the Applicable Percentage shall only decrease and shall never increase; provided , that notwithstanding the foregoing or anything in this Agreement or any other Constituent Document to the contrary, the Parties hereby confirm their mutual understanding, intention and agreement that (i) the initial Applicable Percentage is thirty-five percent (35%) (with any deviation therefrom unintentional and subject to the make-whole provisions set forth in Section 1.3(c) of the Purchase Agreement) and (ii) the Applicable Percentage referred to in the preceding clause (i) is only capable of being, and shall only be, decreased as a result of the Investor’s election not to exercise preemptive rights provided by Article  4 or Equity Award True-Up rights pursuant to Section  5.1 or, if applicable, any Transfer of Capital Securities by the Investor or any Upstream Affiliate.

“ Beneficially Own ”, “ Beneficial Owner ” and “ Beneficial Ownership ” and words of similar import, with respect to a Person, have the meaning that such term is given pursuant to Rule 13d-3 as promulgated under the Exchange Act; provided , that the entry of a Person into, and compliance with the terms of, the Investors’ Rights Agreement, the ROFR and Co-Sale Agreement or the Voting Agreement, without further action, shall not be deemed to constitute, or be evidence of, the parties’ to those agreements being a group (as that term is used in Rule 13d-5 as promulgated under the Exchange Act) hereunder.

“ Big Four Accounting Firm ” means any of Ernst & Young, Deloitte & Touche, KPMG and PricewaterhouseCoopers or any of their respective Affiliates and their respective successors.

“ Binding Price Range ” has the meaning set forth in Section  4.1(b).

“ Board ” means the Company’s board of directors.

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“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or San Francisco, California are required or authorized by applicable Law to be closed for business.

“ By -Laws ” means the Company’s amended and restated by-laws, as amended from time to time.

“ Capital Securities ” means all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of the Company’s capital, including common shares, preferred shares or other equity or voting interest or any security or evidence of indebtedness convertible into or exchangeable for any share capital, capital stock or other equity interest of the Company, or any right, agreement, option or warrant to acquire any of the foregoing.

“ Cash Distribution ” has the meaning set forth in the Purchase Agreement.

“ Certificate of Incorporation ” means the Company’s certificate of incorporation, as amended from time to time.

“ Class  A Common Stock ” has the meaning set forth in the Certificate of Incorporation.

“ Class  B Common Stock ” has the meaning set forth in the Certificate of Incorporation.

“ Class  C Common Stock ” has the meaning set forth in the Certificate of Incorporation.

“ Class  C -1 Common Stock ” has the meaning set forth in the Certificate of Incorporation.

“ Closing ” has the meaning set forth in the Purchase Agreement.

“ Code ” means the Internal Revenue Code of 1986.

“ Common Stock ” means shares of any class of the Company’s common stock, as designated in the Certificate of Incorporation.

“ Common Stock Equivalents ” means (i) Capital Securities convertible into, exchangeable for or entitling the holder thereof to receive, directly or indirectly, shares of Common Stock or (ii) any Capital Securities that have risk or reward characteristics substantially similar to Common Stock.

“ Company ” has the meaning set forth in the Preamble.

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“ Company Financial Statements ” means the (i) audited consolidated balance sheets and related audited consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows of the Company for the most recently completed fiscal year that has ended at least sixty (60) days prior to the date of this Agreement prepared in conformity with accounting principles generally accepted in the United States (“ GAAP ”) (accompanied by an unqualified audit opinion from the Company’s independent certified public accountants (the “ Company’s Auditors ”) in accordance with auditing standards generally accepted in the United States (“ GAAS ”)) and (ii) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income (loss), stockholders’ equity and cash flows of the Company (including notes to the financial statements) for the interim period from the date of the most recent such audited consolidated balance sheet through the end of the most recent quarterly period that has ended at least forty (40) days prior to the date of this Agreement, and for the corresponding period of the prior fiscal year, in each case meeting the requirements of Regulation S-X under the Exchange Act, and all other accounting rules and regulations of the SEC promulgated thereunder, applicable to a Current Report on Form 8-K filed by the Investor under the Exchange Act relating to the transactions contemplated by the Purchase Agreement.

“ Compete ” or “ Competition ” and words of similar import have the meaning set forth in Section  3.1(a) .

“ Confidential Information ” has the meaning set forth in Section  8.1 .

“ Constituent Documents ” means the Certificate of Incorporation, the By-Laws, this Agreement, the Purchase Agreement, the Investors’ Rights Agreement, the ROFR and Co-Sale Agreement, the Voting Agreement, the True-Up Convertible Security, the Services Agreement and the License Agreement.

“ Contract ” means, with respect to any Person, any oral or written agreement, contract, lease, obligation, commitment, promise or undertaking, including any indenture, mortgage, deed of trust or note.

“ Control ”, “ Controlling ” and “ Controlled ” and words of similar import means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person or the disposition of its assets or properties, whether through ownership, by Contract or otherwise.

“ Conversion Shares ” has the meaning set forth in the Recitals.

“ Covered Person ” has the meaning set forth in Section  8.1 .

“ Covered TO ” has the meaning set forth in Section  5.2(a) .

“ Deemed Liquidation Event ” has the meaning set forth in the Certificate of Incorporation.

“ Discretionary Termination Date ” has the meaning set forth in the Services Agreement.

“ Disinterested Directors ” means the members of the Board who do not have a direct or indirect material interest, as interpreted in accordance with Item 404 of Regulation S-K under the Exchange Act.

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“ Dispute ” has the meaning set forth in Section  9.7(a) .

“ Dispute Notice ” has the meaning set forth in Section  9.7(a) .

“ Dispute Representative ” has the meaning set forth in Section  9.7(a) .

“ e-Vapor Business ” means business activities and operations relating to vapor-based electronic nicotine delivery systems (including vaporizers and e-cigarettes that create an aerosol, vapor or other gaseous form that the user inhales) other than Heat-not-Burn Nicotine Delivery Systems, including designing, engineering, researching, developing, programming, producing, assembling, integrating, manufacturing, making (and having made), using, selling, offering for sale, marketing, promoting, distributing, supplying, importing and otherwise exploiting related products, devices, services, technologies and components related thereto.

“ Equity Award Shares ” has the meaning set forth in Section  5.1(a) .

“ Equity Award True-Up ” has the meaning set forth in Section  5.1(a) .

“ Equity Award True-Up Shares ” has the meaning set forth in Section  5.1(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Excess Redeemed Shares ” has the meaning set forth in Section  5.3 .

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Fiscal Quarter ” means the applicable fiscal quarter of the Company.

“ Fixed Vote Percentage ” means, as of any given time after the issuance of shares of Class C Common Stock and prior to the Investor Rights Termination Date, the aggregate voting power of the Class C Common Stock then held by the Investor when voting together with the holders of Preferred Stock and other holders of Common Stock (and not as a separate class), which shall be equal to the lesser of (i) the Applicable Percentage and (ii) on and following the Indirect Non-Compete Termination Date, if any, twenty percent (20%); provided , that, for purposes of the preceding clause (ii) , the Indirect Non-Compete Termination Date shall not be deemed to have occurred unless and until the expiration of the thirty (30)-day period in which an Upstream Affiliate may provide written notice to the Company that it shall take all actions necessary to cause such material Competition to cease as provided in Section  3.2(c) and, if such notice is provided within such period, the Indirect Non-Compete Termination Date shall not be deemed to have occurred to the extent it is tolled in accordance with Section  3.2(c) . Following the Investor Rights Termination Date, references to the Fixed Vote Percentage within the Constituent Documents shall be disregarded therein in accordance with Section  3.1(c)(ii ). For the avoidance of doubt, Shares that have no voting power pursuant to Article IV, Section G of the Certificate of Incorporation shall be disregarded in computing the Fixed Vote Percentage.

“ Foreign or State Act ” has the meaning set forth in Section  7.8 .

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“ Governmental Body ” means any foreign, federal, state, provincial, local or other court, arbitral body, administrative agency, commission or other governmental or regulatory authority or instrumentality.

“ Heat-not-Burn Nicotine Delivery Systems ” means nicotine delivery systems that electronically heat solid tobacco, including loose leaf tobacco or processed tobacco particles (e.g. in a suspension), without combustion of the solid tobacco to create an aerosol or vapor that the user inhales. For the avoidance of doubt, “Heat-not-Burn Nicotine Delivery Systems” include products such as IQOS, 3T, Glo, iSmoke OneHitter, Pax 2, Ploom Tech, V2 Pro (when such products are used with solid tobacco as described above) and excludes products such as the Juul, MarkTen Elite, Phix, Bo, MyBlu, Eon Smoke, and other comparable products that create vapor and/or aerosol for inhalation by vaporizing material that does not include solid tobacco, which excluded products are considered vapor-based electronic nicotine delivery systems and therefore in the field of the e-Vapor Business. For the avoidance of doubt, “Heat-not-Burn Nicotine Delivery Systems” are not in the field of the e-Vapor Business.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Independent Voting Power ” means the voting power represented by all Voting Shares, except such Voting Shares then Beneficially Owned by the Investor and its Affiliates.

“ Indirect Non-Compete Termination Date ” has the meaning set forth in Section  3.2(a ).

“ Investment Company Act ” means the Investment Company Act of 1940.

“ Investor ” has the meaning set forth in the Preamble.

“ Investor Change in Control ” means the consummation of any transaction (including mergers, consolidations and other transactions, and whether or not the Investor is the surviving entity of any such transaction(s)) the result of which is that any Person or group (as that term is used in Rule 13d-5 as promulgated under the Exchange Act), other than any holding company which owns one hundred percent (100%) of the outstanding voting power of the Investor (so long as no Person or group owns more than fifty percent (50%) of the outstanding voting power of such holding company), becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting power of the Investor.

“ Investor Change in Ownership ” means the occurrence of any or all of the following:

(i) any transaction (including mergers, consolidations and other transactions, and whether or not the Investor is the surviving entity of any such transaction(s)) the result of which is that any Person becomes the Beneficial Owner, directly or indirectly, of all or any portion of the Investor’s securities and/or voting power; and/or

(ii) the direct or indirect sale, transfer, conveyance or other disposition (including by way of merger or consolidation or otherwise, and whether or not the Investor is the surviving entity of any such transaction(s)), of all or any portion of the properties or assets of the Investor or its Subsidiaries (other than the Investor Shares) to any other Person.

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“ Investor Competitor ” means each Person listed in Schedule 1 hereto and any Subsidiary and controlled Affiliate thereof and any successor thereto.

“ Investor Director ” means any Person designated by the Investor to serve as a director pursuant to Section 2 of the Voting Agreement.

“ Investor Initial Shares ” has the meaning set forth in the Recitals.

“ Investor Observer ” means any Person designated by the Investor to attend meetings of the Board in a nonvoting observer capacity pursuant to Section 2 of the Voting Agreement.

“ Investor Percentage ” means, as of any given time, a percentage equal to (i) the sum of (A) the aggregate number of Investor Shares then Beneficially Owned by the Investor and (B) the aggregate number of Shares then Beneficially Owned by any Upstream Affiliate divided by (ii) the aggregate number of Shares then outstanding; provided , that for purposes of the foregoing calculation, “Beneficial Ownership” shall not include any Shares deemed to be beneficially owned by a Person pursuant to Rule 13d-3(d)(1)(i) as a result of any preemptive rights prior to the closing of the issuance of New Securities that gave rise to such preemptive rights.

“ Investor Pro Rata Share ” means a number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable, rounded up to the nearest whole Share, determined by multiplying (i) the number of New Securities that the Company issued or proposes to issue on the relevant issuance date by (ii) a fraction, the numerator of which is the Applicable Percentage and the denominator of which is one (1) minus the Applicable Percentage as of such date (in each case, with Applicable Percentage calculated without taking into account the New Securities referenced in the foregoing clause (i) ). For the avoidance of doubt, (1) any Investor Pro Rata Share shall be calculated as of immediately prior to the time of the applicable issuance of New Securities and (2) the number of New Securities proposed to be issued shall not include any shares of Class C Common or Class C-1 Common Stock to be issued to the Investor.

“ Investor Rights Termination Date ” has the meaning set forth in Section  3.1(c) .

“ Investor Shares ” means, collectively and without duplication, (i) any Investor Initial Shares, (ii) any shares of Class C Common Stock or Class C-1 Common Stock received by the Investor or any Permitted Transferee in connection with any stock split, subdivision, stock dividend, distribution, recapitalization or similar transaction and (iii) any other shares of Class C Common Stock or Class C-1 Common Stock then Beneficially Owned by the Investor or any Permitted Transferee that were not acquired by the Investor or such Permitted Transferee in violation of the Investor’s obligations under this Agreement.

“ Investor Sub ” has the meaning set forth in the Preamble.

“ Investor WAP ” has the meaning set forth in Section  5.1(c) .

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“ Investors ’ Rights Agreement ” means the Ninth Amended and Restated Investors’ Rights Agreement, dated as of the date hereof, by and among the Company, the Persons listed on Exhibit A thereto, any “Additional Investors” (as defined therein) and, solely for the purposes set forth therein, the Investor and Investor Sub, as such agreement may be amended from time to time.

“ IPO ” means a “Qualified IPO” as defined in the Certificate of Incorporation.

“ IPO Election Deadline ” has the meaning set forth in Section  4.1(b).

“ IPO Election Notice ” has the meaning set forth in Section  4.1(b).

“ IPO Lock-Up Period ” means one hundred and eighty (180) days from the effective date of the filing of the registration statement in an initial IPO plus any additional period to the extent required by FINRA rules or, if earlier, March 15 of the calendar year following the calendar year in which the IPO occurs.

“ IPO Preemptive Rights Notice ” has the meaning set forth in Section  4.1(b).

“ IPO Price ” has the meaning set forth in Section  4.1(b).

“ IPO RSU Shares ” has the meaning set forth in Section  5.1(f)(ii) .

“ Issue Price ” means the price per share equal to (i) in connection with any sales of Common Stock or Common Stock Equivalents for cash (whether in connection with an Underwritten Offering or otherwise), the cash price paid for such stock or Common Stock Equivalents by investors, (ii) in connection with the issuance of shares of Common Stock or Common Stock Equivalents as consideration in an acquisition by the Company following an IPO or a Qualified Direct Listing if the Company’s Shares are then publicly listed on a trading market, the average of the VWAP of the shares of stock for the ten (10) consecutive complete Trading Days ending on (and including) the third (3 ^rd ) Trading Day immediately preceding (a) the date upon which definitive agreements with respect to such acquisition were entered into (to the extent the exchange ratio is known on that date or any fixed number of Shares to be issued in such transaction is known on that date), or (b) such later date or dates on which the consideration, or any applicable portion thereof (excluding any post-closing “earn-outs”, indemnification or similar contingent payout or reduction), issuable in such transaction becomes fixed, and (iii) in all other cases, the lower of (A) the fair market value of the applicable New Securities on the date of issuance as determined by the Board reasonably and in good faith and (B) if a Material Issuance was consummated within the previous ninety (90) days, the Material Issuance Valuation of such Material Issuance.

“ Law ” means any foreign or domestic federal, state or local law, statute, consent agreement, constitution, treaty, ordinance, regulation, rule, code, official interpretation or other interpretative material, or other requirement or rule enacted or promulgated by any Governmental Body, including any Order and any listing agreement with or the listing rules of a national securities exchange.

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“ License Agreement ” means that Intellectual Property License Agreement, dated as of the date hereof, by and between the Company and the Investor.

“ Lock-Up Expiration Date ” has the meaning set forth in Section  7.2(a) .

“ Lock-Up Period ” has the meaning set forth in Section  7.1(b) .

“ M&A Convertible Securities ” has the meaning set forth in Section  5.1(f) .

“ Majority Board Approval ” has the meaning set forth in Section  2.1(d) .

“ Material Issuance ” has the meaning set forth in Section  5.1(c) .

“ Material Issuance Valuation ” has the meaning set forth in Section  5.1(b) .

“ Material Uncured Non-Compete Breach ” means the occurrence of a material breach by the Investor of Section  3.1 (a) which the Investor has not cured within thirty (30) days after receiving written notice from the Company describing such breach in reasonable detail.

“ Measurement Time ” means each of (i) the time immediately following the consummation of (A) any issuance of New Securities after the exercise or expiration of any and all rights of first offer of the Major Holders and Series E Major Holders (each as defined in the Investors’ Rights Agreement) pursuant to Section 4.1 of the Investors’ Rights Agreement (or any relevant successor provision), (B) any exercise by the Company of its option to purchase Redemption True-Up Shares or TO True-Up Shares in accordance with Section  5.1 and Section  5.2 , respectively, and (C) any Transfer by the Investor or any Upstream Affiliate of any of its Capital Securities other than to a Permitted Transferee (including to the Company pursuant to Section  7.4 ) and (ii) 11:59 PM, Pacific Time, on each True-Up Date and TO True-Up Date.

“ Negotiation Period ” has the meaning set forth in Section  9.7(a) .

“ New Securities ” means, without duplication, any shares of Common Stock or Common Stock Equivalents, whether now authorized or not (but, for the avoidance of doubt, excluding any Common Stock Equivalents that are rights, agreements, options or warrants to acquire, directly or indirectly, such shares of Common Stock or Common Stock Equivalents (i) provided that such rights, agreements, options and/or warrants do not afford the holder(s) thereof any rights of, or rights that are substantially similar to the rights of, a holder of capital stock (including rights to receive dividends other than Permitted Adjustments) and (ii) to the extent and for so long as any such rights, agreements, options and/or warrants have not been exercised or otherwise converted into Common Stock or Common Stock Equivalents that satisfy the criteria set forth in the foregoing clause (i)), excluding:

(i) any Shares issued to the Investor;

(ii) any Equity Award Shares and Special Equity Awards;

(iii) shares of Common Stock issued or to be issued upon conversion of Preferred Stock outstanding as of immediately prior to the execution of this Agreement and disclosed to the Investor in the Purchase Agreement or that would give rise to a right to an issuance pursuant to Sections 1.3(c) or 1.3(d) of the Purchase Agreement;

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(iv) any shares of Common Stock or Common Stock Equivalents issued or to be issued in connection with any stock split, dividend or recapitalization which stock split, dividend or recapitalization does not reduce the Investor Percentage or Applicable Percentage;

(v) any shares of Common Stock or Common Stock Equivalents issued or to be issued pursuant to Section 4.1 of the Investors’ Rights Agreement (or any relevant successor provision) which issuance of shares of Common Stock or Common Stock Equivalents does not reduce the Investor Percentage; and

(vi) any right, agreement, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to clauses  (i)  through (v)  above.

“ Non-Compete Termination Notice Date ” has the meaning set forth in Section  3.1(b) .

“ Non -Investor Director ” means any member of the Board that is not an Investor Director.

“ Offered Securities ” has the meaning set forth in Section  7.4(a) .

“ Offer Notice ” has the meaning set forth in Section  7.4(a) .

“ Order ” means, with respect to any Person, any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency, other Governmental Body or arbitrator binding upon such Person.

“ Oversubscribed Shares ” has the meaning set forth in Section  4.1 (h) .

“ Party ” or “ Parties ” has the meaning set forth in the Preamble.

“ Permitted Adjustment ” means a distribution or dividend made, paid or set aside to or in respect the vested portion of the Company’s options or restricted stock units in connection with an equitable adjustment in accordance with the terms of the incentive plan associated therewith in an amount, determined in good faith by the Board (after consultation with legal and financial advisors), substantially equivalent to what the holder thereof would have received had such other options or restricted stock units been exercised or settled for Shares on the record date of the distribution or dividend.

“ Permitted Buyout Offer ” has the meaning set forth in Section  6.2(b ).

“ Permitted Transfer ” means any Transfer to a Permitted Transferee or any Transfer in accordance with and as expressly permitted by Article  5 and Sections 7.2 , 7.3 and 7.4 .

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“ Permitted Transferee ” means, with respect to any Person, a direct or indirect wholly owned Subsidiary of such Person; provided , that if such Subsidiary ceases to be wholly owned, such Subsidiary shall thereupon without any action by any other Person cease to be a Permitted Transferee.

“ Permitted Use ” has the meaning set forth in Section  8.1 .

“ Person ” means any corporation, association, joint venture, partnership, limited liability company, organization, business, individual, trust, Governmental Body, other legal entity or natural person.

“ Preferred Stock ” means any shares designated as such in the Certificate of Incorporation.

“ Preemptive Rights Notice ” has the meaning set forth in Section  4.1 .

“ Preliminary Price Range ” has the meaning set forth in Section  4.1(b).

“ Preliminary Prospectus ” has the meaning set forth in Section  4.1(b).

“ Public Offering ” means any public offering and sale of shares of Common Stock or Common Stock Equivalents of the Company, one of its Subsidiaries, or their respective successors for cash pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) under the Securities Act.

“ Purchase ” has the meaning set forth in the Recitals.

“ Purchase Agreement ” has the meaning set forth in the Recitals.

“ Purchased Shares ” has the meaning set forth in the Recitals.

“ Qualified Direct Listing ” has the meaning set forth in the Investors’ Rights Agreement.

“ Qualified Sale ” means a Sale of the Company to a Third Party Buyer in which (i) such Third Party Buyer is not an Investor Competitor (or is an Investor Competitor, if both (x) the Company has complied in all material respects with its obligations then in effect under Section  7.3 and (y) the Investor has delivered a Qualified Sale Participation Notice in connection with such Sale of the Company, even if the Investor or its Affiliates subsequently withdrew therefrom) and (ii) immediately following such Sale of the Company, (A) the Investor is afforded the right to retain all rights, title and interest in or to the Investor Shares owned by the Investor immediately prior to such Sale of the Company (or is granted the right to own equivalent economic and voting interests in such Third Party Buyer or its successor resulting from the transaction), (B) there shall not be any change to the rights and privileges of the Investor set forth in the Constituent Documents which are adverse to the Investor in any material respect and (C) the relative rights, preferences and privileges of all Investor Shares owned by the Investor immediately prior to such Sale of the Company remain the same in all material respects.

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“ Qualified Sale Notice ” has the meaning set forth in Section  7.3(a) .

“ Qualified Sale Participation Notice ” has the meaning set forth in Section  7.3(a) .

“ Qualified Sale Pendency Period ” means the period commencing with the delivery of a Qualified Sale Notice to the Investor and expiring upon the earliest to occur of (A) the Investor’s failure to deliver a Qualified Sale Participation Notice within ten (10) Business Days of delivery of a Qualified Sale Notice, (B) the Investor’s written notice to the Company that it does not wish or no longer wishes to participate in the process of which it was notified, C) execution and delivery of definitive agreements with respect to a Qualified Sale following compliance by the Company with the obligations set forth in Section  7.3(a) and (D) the Company terminating all negotiations with respect to a Qualified Sale.

“ Redemption True-Up ” has the meaning set forth in Section  5.1(b) .

“ Redemption True-Up Shares ” has the meaning set forth in Section  5.1(b) .

“ Related Party Transaction ” means, with respect to any natural person, any transaction in an amount exceeding $120,000, and, with respect to any Person which is not natural person, any material transaction, between the Company or any of its Subsidiaries, on the one hand, and (i) any member of the Board, (ii) any individual appointed by the Board as an executive officer of the Company, (iii) Ploom Investment, LLC, (iv) JL Special LLC, (v) the Investor or (vi) any Affiliate of any such Person described in any of clauses (i)  through (v) that is at least thirty percent (30%) Beneficially Owned by such Person (each such Person, a “ Related Party ”), on the other hand, excluding (A) any such transaction entered into in the ordinary course of business, including for the avoidance of doubt, reimbursement of ordinary course expenses; (B) employee compensation that has been approved by the Compensation Committee of the Board; (C) the sale by a Related Party to the Company of equity securities in connection with a “secondary” repurchase or similar liquidity program sponsored by the Company and offered to the Company’s Stockholders in general; (D) the indemnification, defense and holding harmless of any officer or director of the Company or its Subsidiaries in their capacity as such pursuant to (x) contractual rights in effect as of the date hereof, rights under the Constituent Documents or rights under applicable Law (including, in each case, the advancement of expenses to the extent provided thereby and the settlement of any claims with respect thereto) or (y) any grant or amendment of any such rights after the date hereof that generally apply to all executive officers or directors, as applicable; (E) dividends payable in accordance with the Certificate of Incorporation; provided , however , that any dividends except the Cash Distribution which are not payable pro rata in respect of each class or series of Shares outstanding on the date hereof shall be deemed to be Related Party Transactions; (F) customary transactions to effect an IPO or a Qualified Direct Listing, to the extent such transactions are authorized pursuant to Section 5 of the Voting Agreement; (G) purchases of Capital Securities (including for the avoidance of doubt any convertible indebtedness of the Company) pursuant to the exercise of any preemptive rights, rights of first offer, rights of first refusal or similar rights under the Constituent Documents or Contracts of the Company in effect as of the date hereof; (H) expressly contemplated by any Constituent Document and in compliance with the applicable terms and conditions thereof; or (I) otherwise authorized by the Board which transaction applies generally to the Stockholders and does not materially disproportionately benefit a Related Party relative to the other Stockholders (it being acknowledged and agreed that transactions in which a Related Party receives a benefit that is larger on an absolute basis but in proportion to such Person’s relative economic ownership is not a materially disproportionate benefit hereunder).

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“ Representative ” of a Person shall mean such Person’s directors, managers, officers, employees, agents and other authorized representatives (including attorneys, accountants, consultants, financing sources, bankers and financial and other professional advisors).

“ ROFO Assignee ” has the meaning set forth in Section  7.4(b) .

“ ROFR and Co-Sale Agreement ” means the Ninth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company, the Investor, Investor Sub, Adam Bowen and James Monsees, the Persons listed on Exhibit A thereto and any Person who becomes a party thereto pursuant to Section 23 thereof, as such agreement may be amended from time to time.

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ Sale of the Company ” means either: (i) a Stock Sale or (ii) or a transaction that qualifies as a Deemed Liquidation Event.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Services Agreement ” means the Services Agreement, dated as of the date hereof, by and between the Company and the Investor.

“ Shares ” means, collectively, the Common Stock and the Preferred Stock.

“ Shortfall TO ” has the meaning set forth in Section  5.2(b) .

“ Special Equity Awards ” means, without duplication, (i) Shares issued pursuant to Vested Convertible Securities (as defined in the True-Up Convertible Security), (ii) Shares issued pursuant to the True-Up Convertible Security, (iii) seventy-six percent (76%) of any Unvested Securities Adjusted Issuance Amount (as defined in the True-Up Convertible Security), (iv) Unvested Shares outstanding as of the Closing (and any Shares issued upon conversion or settlement thereof), (v) M&A Convertible Securities (and other such issuances upon Sale of the Company in which an acquirer acquires one hundred percent (100%) of the then outstanding Shares) and (vi) IPO RSU Shares.

“ Stockholder ” means any holder of any Shares or rights, agreements, options or warrants to purchase or acquire Shares or any Person who is otherwise obligated to purchase or acquire Shares.

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“ Stock Sale ” means a transaction or series of related transactions in which a Person or group (as that term is used in Rule 13d-5 as promulgated under the Exchange Act) acquires Beneficial Ownership of shares which, when aggregated with any shares already Beneficially Owned by such Person or group, represent more than fifty percent (50%) of (i) the outstanding voting power of the Company’s then outstanding Voting Shares or (ii) the then outstanding Shares.

“ Subsidiary ” means, with respect to any Person, any other Person, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such other Person is, directly or indirectly through Subsidiaries or otherwise, Beneficially Owned by such first Person.

“ Third Party Buyer ” means any Person other than a Party hereto.

“ TO Investor WAP ” has the meaning set forth in Section  5.2(b) .

“ TO Option Period ” means any period during which TO Option Shares are outstanding.

“ TO Option Shares ” has the meaning set forth in Section  5.2(b) .

“ TO Option Shares Calculation ” has the meaning set forth in Section  5.2(c) .

“ TO Price Shortfall ” has the meaning set forth in Section  5.2(b) .

“ TO True-Up ” has the meaning set forth in Section  5.2(a) .

“ TO True-Up Date ” has the meaning set forth in Section  5.2(a) .

“ TO True-Up Shares ” has the meaning set forth in Section  5.2(a) .

“ Trading Day ” means a day on which any listed class of shares of Common Stock (i) are not suspended from trading on the exchange which serves as the primary trading market for the shares of Common Stock at 5:00 PM in the location in which such exchange is located and (ii) have traded at least once on such exchange.

“ Transfer ” means, with respect to any Capital Securities, any sale, distribution, exchange, assignment, transfer, conveyance, pledge, hypothecation or other encumbrance or disposition of such Capital Securities or any legal, economic or beneficial interest in such Capital Securities, whether or not for value, whether directly or indirectly or whether voluntarily or involuntarily, or by operation of law, including (x) a transfer of any Capital Securities to a broker or other nominee (regardless of whether there is a corresponding change in Beneficial Ownership), (y) the transfer of, or entering into any agreement, arrangement or understanding, whether or not in writing, with respect to, Voting Control (as defined below) over such Capital Securities by proxy or otherwise or (z) the entry into any swap or other agreement, arrangement or understanding, whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, the economic benefits or risks that correspond substantially to the ownership of such Capital Securities, including option transactions or the use of equity or other derivative financial instruments and other hedging arrangements; provided , however , that the following shall not be considered a “Transfer”:

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“ Transferred ” and “ Transferee ” and words of similar import shall each have a correlative meaning to the term “Transfer.”

“ True-Up Convertible Security ” has the meaning set forth in the Purchase Agreement.

“ True -Up Date ” means the date that is twenty (20) Business Days following the beginning of each Fiscal Quarter (unless a tender offer for Capital Securities, launched by the Company, is ongoing or was closed less than fifteen (15) days prior to such twentieth (20 ^th ) Business Day of such Fiscal Quarter, in which case fifteen (15) days following the close of such tender offer, if later than such twentieth (20 ^th ) Business Day).

“ Underwritten Offering ” means a registration with the SEC of New Securities in which such securities are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

“ Unvested Shares ” has the meaning set forth in the Purchase Agreement.

“ Unvested Shares Forfeiture Amount ” has the meaning set forth in Section  5.1 (e) .

“ Upstream Affiliate ” means any Person or a group (as that term is used in Rule 13d-5 as promulgated under the Exchange Act) that Beneficially Owns:

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“ U.S. GAAP ” means, as of any given time, generally accepted accounting principles in the United States in effect as of such time.

“ UW Shortfall Shares ” has the meaning set forth in Section  4.1(b) .

“ Voting Agreement ” means the Eighth Amended and Restated Voting Agreement, dated as of the date hereof, by and among the Company, the Investor, Investor Sub, the Persons listed on Exhibit A thereto, Adam Bowen and James Monsees and any Person who becomes a party thereto pursuant to Section 10(j) thereof, as such agreement may be amended from time to time.

“ Voting Control ” has the meaning set forth in the Certificate of Incorporation.

“ Voting Shares ” means securities of the Company that are entitled to vote in the election of the Board.

“ VWAP ” means a price per share of shares of Common Stock that are publicly traded equal to the volume-weighted average price of trades in such shares of Common Stock on the primary trading market for such shares for a period of consecutive Trading Days as reported by Bloomberg L.P. (“ Bloomberg ”) (or, if Bloomberg is not available for any reason, any successor to, or substitute for, Bloomberg providing trading reports for such shares).

“ Withheld Distributions ” has the meaning set forth in Section  7.1(d) .

Section 1.2. Interpretation .

(a) The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. Whenever this Agreement shall require a Party to take an action, such requirement shall be deemed an additional undertaking by such Party to, as necessary or appropriate, cause it and its Subsidiaries and Affiliates, to effect such action or take appropriate measure to permit the implementation of such action. Whenever any action must be taken under this Agreement on or by a day that is not a Business Day, then that action may be validly taken on or by the next day that is a Business Day.

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(b) Except as expressly stated in this Agreement, (i) when a reference is made in this Agreement to “Preamble”, “Recital,” “Section,” “Exhibit” or “Schedule,” such reference shall be to a Preamble, Recital or Section of, or Schedule or Exhibit to, this Agreement; (ii) the words “include,” “includes,” “including” or words of similar import that are used in this Agreement shall be deemed followed by the words “without limitation”; (iii) references to any Person shall include such Person and its successors, permitted assigns and transferees; (iv) references to “$” or “dollars” mean the lawful currency of the United States of America; (v) all references to any agreement (including this Agreement), document, statute, rule or regulation are to such agreement, statute, rule or regulation as amended, varied, novated, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and all references to any section of any statute, rule or regulation include any successor to the section; (vi) references to “the date hereof” shall mean the date of this Agreement; (vii) financial terms shall have the meanings given to such terms under U.S. GAAP; (viii) references to a Person’s consent, approval and similar terms shall be deemed to be in such Person’s sole discretion unless another standard is expressly specified; and (ix) references to “Affiliates,” “Subsidiaries,” “Representatives,” “Stockholders,” “Covered Person,” or to other Persons referred to herein include other Persons which from time to time constitute “Affiliates,” “Subsidiaries,” “Representatives,” “Stockholders,” “Covered Person,” or such other Persons referred to herein of such specified Person, as the case may be, and do not include, at any particular time, other Persons that may have been, but at such time have ceased to be, “Affiliates,” “Subsidiaries,” “Representatives,” “Stockholders,” “Covered Person,” or such other Persons referred to herein as the case may be, of such specified Person, except to the extent that any such reference specifically provides otherwise.

(c) Unless otherwise indicated to the contrary by the context or use thereof: (i) references in this Agreement to “writing” or comparable expressions include references to facsimile transmission or comparable means of communication (including electronic mail); provided , that the sender complies with Section  9.9 ; (ii) words in the singular shall include the plural and vice versa, and words of one gender shall include the other genders, in each case, as the context requires; (iii) the words “hereof”, “herein”, “hereto”, and “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement; (iv) “extent” in the phrase “to the extent” is deemed to refer to the degree to which a subject or other items extends and shall not simply mean “if”; and (v) “or” is used in the inclusive sense of “and/or”.

ARTICLE 2

GOVERNANCE AND PROTECTIVE PROVISIONS

Section 2.1. Governance Provisions .

(a) Conditional Resignation Letters . Prior to the time that any Person designated to the Board pursuant to Section 2 of the Voting Agreement becomes a member of the Board, such Person shall tender (and the Investor shall take all action to cause each such Person who is an Investor Director to tender) a conditional resignation letter to the Board to the effect

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that such Person will in accordance with the procedures set forth in the Voting Agreement resign as a member of the Board effective as and conditioned upon the occurrence of the date such Person ceases to be entitled to be designated to serve as a director to the Board. In the event the Investor ceases to be entitled to designate a portion of the then-sitting Investor Directors, the Investor shall be entitled to select which of such conditional resignation letters shall thereupon become effective and be accepted by the Board in accordance with the procedures set forth in Section 2 of the Voting Agreement.

(b) Compliance with Policies . During each such period in which any Investor Director is a member of the Board or the Investor has designated an Investor Observer, the Investor shall use its reasonable best efforts to cause each such designee to comply with the same director qualification requirements set forth in the Certificate of Incorporation, the By-Laws, and all policies, procedures, processes, codes, rules, standards and guidelines that are applicable to members of the Board generally, including the Company’s code of business conduct and ethics, related person transactions approval policy, any securities trading policies, Board confidentiality policy and corporate governance guidelines, and recusal and conflict of interest policy, and to preserve the confidentiality of the Company’s business information, including the discussions of matters considered in meetings of the Board; provided , that, subject to his or her fiduciary duties to the Company and to applicable Law and the terms of Section  8.1 , any Investor Director may disclose information he or she obtains while serving as a member of the Board to the Investor; provided , further , that each Investor Director shall have the same rights, benefits and obligations, including with respect to insurance, indemnification and exculpation, as are applicable to all independent directors of the Company.

(c) Recusal . Notwithstanding anything to the contrary herein, (x) the Investor shall cause each Investor Director and Investor Observer to recuse himself or herself from all deliberations of the Board and any committee thereof with respect to which the Company has provided an advance written notice in accordance with this Section  2.1(c) , (y) the Board may exclude any such Investor Director and Investor Observer from portions of any Board or committee meeting (including through the appointment of a committee which does not include any Investor Directors or Investor Observer) and (z) the Company shall have no obligation to provide any such Investor Director or Investor Observer with any information, regarding any of the following (and in each case, as determined by the Board (excluding any Investor Directors and Investor Observer) in its reasonable judgment):

(i) any matter arising from or relating to the relationship or any Contract or other agreement or arrangement, or any other matter in which there is a material conflict of interest, including any matter set forth in Section  6.1 , between the Company (or its Affiliates), on the one hand, and Investor (or its Affiliates), on the other hand; or

(ii) (x) any matter arising from or relating to Sections 6.1 , 6.2(b) or 7.3 or (y) any Sale of the Company or similar extraordinary transaction with respect to the Company or its Affiliates in which the Investor or its Affiliates is or may become a party (unless the Investor, pursuant to an irrevocable written notice, confirmed to the Company that it will not participate in, or make a proposal during the pendency of, any process relating to such Sale of the Company or similar extraordinary transaction).

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Notwithstanding the foregoing, the Company shall provide the Investor with advance written notice of any circumstances in which the Board proposes to exclude the Investor Directors or Investor Observer from any portion of any Board or committee meeting or form a committee that does not include any Investor Directors or Investor Observer, which notice shall include the general nature of the matter(s) forming the basis of such proposed action. The Company shall ensure that the Investor Directors or Investor Observer are given reasonable notice of and opportunity to participate in any portion of a meeting of the Board or a committee thereof as to which their recusal was not required.

(d) Voting . Subject to Section  2.1(e) , (x) any action taken by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be deemed the valid action of the Board and (y) any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board (subject to Section  2.1(e) , any action taken pursuant to the preceding clauses (x)  or (y) constituting “ Majority Board Approval ”).

(e) Additional Approval Rights .

(i) Until the earlier of (x) the IPO or (y) a Qualified Direct Listing, (A) Majority Board Approval of a Related Party Transaction that involves the Investor or any of its Affiliates, shall also require the affirmative vote of a majority of the Disinterested Directors then in office and (B) Majority Board Approval of a Related Party Transaction that does not involve the Investor or any of its Affiliates, shall also require either (1) the affirmative vote of a majority of the Disinterested Directors then in office or (2) a majority of the Investor Directors then in office;

(ii) Until the first date on which the Applicable Percentage is less than thirty percent (30%), advance written approval of the Investor shall be required with respect to any of the following actions, in addition to Majority Board Approval and any other approvals required by applicable Law and the Constituent Documents:

(A) Other than in a Qualified Sale, (i) issuing to an Investor Competitor a number of Capital Securities that is, or upon exercise or conversion thereof would be, in excess of four and nine-tenths percent (4.9%) of either the aggregate (a) number of Shares then outstanding or (b) outstanding voting power of the Voting Shares then outstanding; (ii) granting an Investor Competitor any right to designate a Person to serve on the Board; or (iii) granting an Investor Competitor any special governance or consent rights;

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(B) entering into the business of selling, marketing, distributing, supplying or offering for sale cannabis products in any geographic region wherein such action would violate applicable Law;

(C) (i) changing the Company’s independent auditors other than to one of the Big Four Accounting Firms or (ii) making material discretionary changes to the Company’s material accounting policies, except (x) as required by GAAP or in response to SEC guidance or (y) as is recommended by any Big Four Accounting Firm that is serving as the independent auditor of the Company;

(D) becoming voluntarily subject to any proceeding under any domestic or foreign bankruptcy law; and

(E) dissolving or liquidating, or taking any corporate action to effectuate a dissolution or liquidation; and

(iii) Majority Board Approval of any Related Party Transaction between the Company or its Subsidiaries, on the one hand, and the Investor or any of its Affiliates, on the other hand, other than pursuant to any Contract previously approved pursuant to this Section  2.1(e)(iii) or entered into in connection with the transactions contemplated by the Purchase Agreement and this Agreement shall also require the affirmative vote of a majority of the Non-Investor Directors then in office.

Section 2.2. Protective Provisions .

(a) Until the first date on which the Applicable Percentage is less than thirty percent (30%), the Company shall not, without first obtaining the advance written approval of the Investor, authorize, approve or otherwise engage in any transaction, or take any action (including consenting to, registering or otherwise recognizing the validity of any Transfer of Shares by any Stockholder (as defined in the ROFR and Co-Sale Agreement)), which would, other than in connection with a Qualified Sale:

(i) effect (i) a Sale of the Company or (ii) a sale of all or substantially all of the Company’s operations outside of the United States; or

(ii) result in any Investor Competitor Beneficially Owning more than four and nine-tenths percent (4.9%) of either the aggregate (i) number of Shares then outstanding or (ii) outstanding voting power of the Voting Shares.

Following the issuance of Class C Common Stock to the Investor until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall not, without first obtaining the advance written approval of the Investor, (A) (i) increase the authorized size of the Board without proportionally increasing the number of seats the Investor has the right to designate or (ii) decrease the authorized size of the Board in a manner which would reduce the number of seats the Investor has the right to designate, in each case, except consistent with the terms of this Agreement and as provided in the Certificate of Incorporation and the Voting Agreement or (B) increase the authorized size of the Board to more than fifteen (15) directors.

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Section 2.3. Termination of Governance and Protective Provisions . All rights and obligations under (a)  Section  2.1 shall automatically terminate and be of no further force and effect in accordance with the terms of Section  3.1(b) and Section  3.2(a)(i) and (b)  Section  2.2 shall automatically terminate and be of no further force and effect in accordance with the terms of Section  3.1(c)(i) , Section  3.2(a)(ii) and Section  3.2(c) .

ARTICLE 3

NON-COMPETE

Section 3.1. Direct Non- Compete .

(a) (i) As of and following the date hereof, with respect to such activities anywhere in the world (other than in the U.S. and in its territories) and (ii) as of and following the earlier of (x) the date on which the Investor actually commences providing any Extended Services (as defined in the Services Agreement) and (y) December 20, 2019, with respect to such activities anywhere in the U.S. and in its territories and, in each case, until the later of (A) the six (6) month anniversary of the Non-Compete Termination Notice Date or (B) the termination or expiration of the Term (as set forth in the Services Agreement), the Investor shall not, and shall cause its Subsidiaries and controlled Affiliates not to, directly or indirectly: (1) own, manage, operate, control, engage in or assist others in engaging in, the e-Vapor Business; (2) take actions with the purpose of preparing to engage in the e-Vapor Business, including through engaging in or sponsoring research and development activities; or (3) Beneficially Own any equity interest in any Person, other than an aggregate of not more than four and nine-tenths percent (4.9%) of the equity interests of any Person which is publicly listed on a national stock exchange, that engages directly or indirectly in the e-Vapor Business (other than (x) as a result of the Investor’s Beneficial Ownership of Shares or (y) engagement in, or sponsorship of, research and development activities not directed toward the e-Vapor Business and not undertaken with the purpose of developing or commercializing technology or products in the e-Vapor Business) (all such actions set forth in clauses (1)  through (3 ), to “ Compete ” or “ Competition ”). Notwithstanding the foregoing, (x) the Investor and its Subsidiaries and controlled Affiliates may engage in the business relating to (I) its Green Smoke, MarkTen (or Solaris, which is the non-U.S. equivalent brand of MarkTen) and MarkTen Elite brands, in each case, as such business is presently conducted, subject to Section 4.1 of the Purchase Agreement, and (II) for a period of sixty (60) days commencing on the date of this Agreement, certain research and development activities pursuant to existing agreements with third parties that are in the process of being discontinued, (y) holding, managing and monitoring the Investor’s and its Subsidiaries’ investments in the Persons listed in Schedule 2 hereto (including nominating, designating and/or electing members of the boards of directors or similar governing bodies thereof (who may include current and former officers and directors of the Investor and its subsidiaries, provided that any current officer or director of the Investor serving in such capacity shall recuse himself or herself with respect to matters coming before such board of directors or governing body that involve Competition with the Company, so long as the Investor is subject to the non-competition obligations of this Section  3.1(a) ) in which the Investor and/or its Subsidiaries have an existing investment as of the date of this Agreement shall not be deemed to breach the Investor’s

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obligations under this Agreement ( provided , that if and for so long as such Person materially Competes, the Investor and/or such Subsidiaries shall not authorize, approve or otherwise engage in any transaction which would result in any increase in the amount of shares of capital stock or outstanding voting power Beneficially Owned by the Investor and/or such Subsidiaries relative to immediately prior to such Person materially Competing; provided , further , that notwithstanding the foregoing proviso, the Investor shall be permitted in any event to increase its ownership to the extent necessary to maintain equity accounting with respect to any such investment with respect to which the Investor uses equity accounting as of the date hereof) and (z) for the avoidance of doubt, discussions among the Investor’s board of directors, officers and advisors relating broadly to the tobacco industry and the Investor’s overall corporate strategy, competitive landscape and the impact of companies engaged in the e-Vapor Business thereon shall not be deemed to breach the Investor’s obligations under this Agreement so long as such Persons do not take actions in violation of the preceding provisions of this Section  3.1(a) .

(b) From and after the later of (i) the six (6) month anniversary of receipt by the Company of irrevocable written notice by the Investor of its intent to terminate all obligations under Section  3.1(a) , which notice (x) while the Services Agreement remains in effect, may not be delivered earlier than six (6) months prior to the then applicable Discretionary Termination Date and (y) may be delivered at any time following the expiration or termination of the Term (as set forth in the Services Agreement) (the date of receipt of such written notice, the “ Non-Compete Termination Notice Date ”) and (ii) the expiration or termination of the Term (as set forth in the Services Agreement), such obligations shall automatically terminate and be of no further force and effect. From and after the Non-Compete Termination Notice Date, all rights and obligations of the Parties set forth under Section  2.1 and the rights of the Investor to designate the Investor Directors and the Investor Observer pursuant to the Voting Agreement or the Certificate of Incorporation shall automatically terminate and be of no further force and effect, and the Investor’s rights with respect to Section  8.3 shall apply solely pursuant to Section  8.3(a) and Section  8.3(b) to the extent necessary (x) to prepare requisite filings with the SEC under applicable securities Laws and (y) to respond to audit requirements under applicable Law or other regulatory or tax requirements. Notwithstanding anything to the contrary in this Article  3 , upon the Non-Compete Termination Notice Date, the Investor may prepare to engage in the e-Vapor Business, including through research and development activities, but shall otherwise remain subject to Section  3.1(a) until the six (6) month anniversary of the Non-Compete Termination Notice Date.

(c) From and after the earlier of (i) the six (6) month anniversary of the Non-Compete Termination Notice Date and (ii) the occurrence of a Material Uncured Non-Compete Breach (the earlier of the preceding clauses (i)  and (ii) , the “ Investor Rights Termination Date ”):

(i) all rights and obligations of the Parties set forth under Article  4 , Sections 2.2 , 5.1 (solely with respect to those obligations and rights relating to the Equity Award True-Up set forth therein), 6.2 (other than as set forth in the last sentence of Section  6.2(a) ) and 7.3(a) , and, to the extent not earlier terminated pursuant to Section  3.1(b) , all rights of the Investor to designate the Investor Directors and the Investor Observer pursuant to the Voting Agreement and the Certificate of Incorporation shall automatically terminate and be of no further force and effect; and

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(ii) references to the Fixed Vote Percentage in each Constituent Document shall thereafter be disregarded and shall have no further force and effect and each share of Class C Common Stock Beneficially Owned by the Investor shall only be entitled to one vote per share, in accordance with the Certificate of Incorporation.

(d) From and after the Investor Rights Termination Date, the Investor shall, and shall cause its Permitted Transferees to, take all actions set forth in Section 4(b) (other than clause (F) thereof) (but, for the avoidance of doubt, subject to Section 4(c)) of the Voting Agreement with respect to any Sale of the Company approved by (x) Majority Board Approval and (y) a majority of the outstanding voting power of the Company held by Stockholders other than the Investor and its Affiliates. For the avoidance of doubt, the obligation to take such actions shall survive any termination of the Voting Agreement.

Section 3.2. Indirect Non- Compete .

(a) If at any time prior to the Investor Rights Termination Date, any Upstream Affiliate materially Competes (the date such Competition begins at or following such Person becoming an Upstream Affiliate, the “ Indirect Non-Compete Termination Date ”), then:

(i) all rights and obligations of the Parties set forth in Section  2.1 and all rights of the Investor to designate the Investor Directors and the Investor Observer pursuant to the Voting Agreement and the Certificate of Incorporation shall automatically terminate and be of no further force and effect and the Investor’s rights with respect to Section  8.3 shall apply solely pursuant to Section  8.3(a) and Section  8.3(b) to the extent necessary (x) to prepare requisite filings with the SEC under applicable securities Laws and (y) to respond to audit requirements under applicable Law or other regulatory or tax requirements; and

(ii) all rights and obligations of the Parties set forth in Section  2.2 , Section  6.2 (other than as set forth in the last sentence of Section  6.2(a) ), and Section  7.3(a ) shall automatically terminate and be of no further force and effect.

(b) From and after the Indirect Non-Compete Termination Date, the Investor shall, and shall cause its Permitted Transferees to, take all actions set forth in Section 4(b) (other than clause (F) thereof) (but, for the avoidance of doubt, subject to Section 4(c)) of the Voting Agreement with respect to any Sale of the Company approved by (x) Majority Board Approval and (y) a majority of the outstanding voting power of the Company held by Stockholders other than the Investor and its Affiliates. For the avoidance of doubt, the obligation to take such actions shall survive any termination of the Voting Agreement.

(c) Notwithstanding anything to the contrary in Section  3.2(a) , if and for so long as an Upstream Affiliate materially Competes, then such Upstream Affiliate, within thirty (30) days of beginning to materially Compete (or within thirty (30) days of it becoming an Upstream Affiliate, if at the time it entered into a definitive agreement with the Investor, or

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commenced a tender offer, that would result in it becoming an Upstream Affiliate, it was engaged in material Competition), may provide written notice to the Company agreeing that it will take all actions necessary to cause such material Competition to cease as promptly as reasonably practicable and, in any event, no later than one (1) year following the beginning of such Competition (or, if applicable, the date it became an Upstream Affiliate). If such an Upstream Affiliate delivers such written notice to the Company, then Sections 3.2(a)(ii) and 3.2(b) shall be tolled (and the rights and obligations of the Parties referenced thereunder shall not be modified) during such one (1) year period and such Sections shall not be given effect unless and until such Upstream Affiliate (i) fails to cease such material Competition by the end of such one (1) year period or (ii) earlier abandons its efforts to take all actions necessary to cease such material Competition as promptly as reasonably practicable. If all material Competition by such Non-Controlled Affiliate is terminated within such one (1) year period, all rights and obligations of the Parties which would otherwise have been terminated pursuant to Section  3.2(a)(i) shall continue in full force and effect unless previously terminated pursuant to Section  3.1(c) or until such Upstream Affiliate thereafter materially Competes and causes the occurrence of another Indirect Non-Compete Termination Date (it being understood that the Upstream Affiliate shall not then be permitted to deliver another written notice pursuant to this Section  3.2(c) but shall be entitled to a thirty (30) day cure period to cease materially Competing prior any such Indirect Non-Compete Termination Date occurring). For the avoidance of doubt, nothing in this Article  3 shall in any way modify or limit the Investor’s obligations under the Services Agreement.

(d) Notwithstanding anything to the contrary herein, if and for so long as an Upstream Affiliate materially Competes and has nominated or designated one or more directors who are then serving on the board of directors of the Investor, then the Investor shall cause such directors to be excluded from all deliberations of the Investor’s board of directors and any committee thereof and shall not provide the Upstream Affiliate, any of its Representatives (including such directors) with any information, in each case, regarding any matter arising from or relating to the relationship or any Contract or other agreement or arrangement, or any other matter in which there is a material conflict of interest, including any matter set forth in Section  6.1 , between the Company (or its Affiliates), on the one hand, and Investor (or its Affiliates, including Upstream Affiliates), on the other hand.

Section 3.3. Acknowledgements . The Investor acknowledges, and agrees, that (a) it is the legitimate interest of the Company and its Subsidiaries and it is reasonable and necessary for the goodwill and business of the Company and its Subsidiaries that the Investor make the covenants contained in this Article  3 and (b) the Company would not have entered into the Purchase Agreement or this Agreement without the covenants contained in this Article  3 . The Investor acknowledges, and agrees, that (i) the type and periods of restriction imposed in this Article  3 are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the Company and its Subsidiaries described above, other legitimate business interests of, and the goodwill associated with, the business of the Company and its Subsidiaries and (ii) the time, scope, geographic area and other provisions of this Article  3 have been specifically negotiated by qualified investors, represented by legal counsel and are given as an integral part of the transactions contemplated by the Purchase Agreement and this Agreement. In the event that any covenant contained in this Article  3 should ever be adjudicated to exceed the time, scope, geographic area, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and

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such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Article  3 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

ARTICLE 4

PREEMPTIVE RIGHTS

Section 4.1. Preemptive Rights .

(a) In the event that after the date hereof the Company issues, or proposes to undertake an issuance of, New Securities (other than pursuant to an IPO or other underwritten Public Offering in which the Company requests the Investor follow the process described in Section  4.1(b) below), it shall give the Investor written notice not later than ten (10) Business Days following the issuance of the New Securities (the “ Preemptive Rights N otice ”), describing the number and type of the New Securities, the Issue Price (if known) and the general terms upon which the Company issued or proposes to issue the same. The Investor shall have the right (but not the obligation) to elect to purchase all or any portion of the Investor Pro Rata Share for the Issue Price and upon the other terms specified in the Preemptive Rights Notice (which other terms shall, with respect to representations and warranties, closing conditions, indemnification and registration rights, be no less favorable than those granted to any other Person in connection with the applicable issuance) by giving irrevocable written notice to the Company not later than twenty-five (25) Business Days after the Preemptive Rights Notice is given (or, if later, five (5) Business Days following the determination of the Issue Price and other final terms as set forth in a supplement to the Preemptive Rights Notice). Subject to the last sentence of Section  6.2(a) , the closing of the purchase by the Investor of all or any portion of the Investor Pro Rata Share pursuant to this Section  4.1(a) shall be the latest of (i) the closing of such issuance of New Securities, (ii) ten (10) Business Days after the delivery of the notice of election by the Investor, (iii) ten (10) Business Days after receipt of any necessary regulatory approvals, or (iv) such other date as the Company and the Investor agree.

(b) In connection with an IPO, if requested by the Company, the Investor will (i) use commercially reasonable efforts to indicate to the Company its non-binding intention a reasonable period of time prior to the Company’s anticipated filing date of its initial Form S-1 with the SEC, and (ii) provide a binding (subject to the other provisions of this Section  4.1(b) ) notice of election (the “ IPO Election Notice ”) as to its preemptive rights in connection with such IPO no later than three (3) days prior (the “ IPO Election Deadline ”) to when the preliminary prospectus used in connection with the IPO “roadshow” (the “ Preliminary Prospectus ”) is printed, provided that the Company has delivered a written notice to the Investor specifying the price range that shall be reflected in the Preliminary Prospectus (the “ Preliminary Price Range ”) and number of Capital Securities anticipated to be reflected in such Preliminary Prospectus (the “ IPO Preemptive Rights Notice ”) as early as is reasonably practicable and at least three (3) Business Days prior to the IPO Election Deadline. The IPO Election Notice shall

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(i) indicate the Investor’s election as to the number of Shares it wishes to acquire (which may vary based on the price at which such Shares would be acquired within the Binding Price Range; provided , that the amount of Shares being acquired shall not exceed the Investor Pro Rata Share; and provided , further , that the Shares shall be acquired at the IPO Price), including in respect of any “green shoe” or similar supplemental offering being disclosed in the Preliminary Prospectus and the IPO Preemptive Rights Notice and (ii) be binding so long as (x) the final offering price (the “ IPO Price ”) is no higher than twenty percent (20%) above the high end of the Preliminary Price Range nor lower than ten percent (10%) below the low end of the Preliminary Price Range (the “ Binding Price Range ”), (y) the aggregate amount of proceeds of the IPO (based on the IPO Price multiplied by the number of Capital Securities sold by the Company and/or the selling securityholders) is no higher than twenty percent (20%) above the proceeds that would have been obtained by selling the number of Capital Securities reflected in the Preliminary Prospectus at the high end of the Preliminary Price Range and (z) the IPO Price has been definitively determined within twenty (20) Business Days after the IPO Election Deadline; provided , that in the event any of the conditions set forth in the foregoing clauses (x), (y) or (z) is not satisfied, the Investor shall be entitled to revoke or revise its IPO Election Notice by no later than 48 hours or one Business Day (whichever is sooner) after the Company provides written notice to the Investor that one or more of the foregoing conditions will not be satisfied.

(c) In the event the equity valuation of the Company implied by the IPO Price increases by more than 20% above the implied valuation at the high end of the Preliminary Price Range or decreases by more than 10% below the implied valuation at the low end of the Preliminary Price Range (regardless of whether the other parameters set forth in Section  4.1(b) are satisfied), the Company shall provide prompt written notice of such change to the Investor, and the Investor shall have forty-eight (48) hours (and at least one (1) Business Day) from receipt of such notice to revoke or revise its IPO Election Notice.

(d) For the avoidance of doubt, (A) upon the Investor’s revocation of its IPO Election Notice pursuant to clause (x) or (y) of Section  4.1(b) or pursuant to Section  4.1(c) , the Investor shall be deemed to have declined to exercise in full its right to purchase the Investor Pro Rata Share in the IPO based on the change in terms described therein, but if the Company subsequently materially changes the economic terms of the offering, the Investor shall be entitled to exercise its preemptive right within forty-eight (48) hours of written notice from the Company (which shall include at least one (1) Business Day) of the revised terms of the offering, and (B) the Investor’s purchase of all or a portion of its Investor Pro Rata Share hereunder shall instead be purchased at the IPO Price in a private placement pursuant to Section 4(a)(2) of or Regulation D under the Securities Act and subject to customary terms and conditions for such a private placement with a preexisting investor. The closing of the purchase of all or any portion of the Investor Pro Rata Share pursuant to this Section  4.1(b) shall be (1) the later of (x) the closing of such IPO and (y) two (2) Business Days after receipt of any necessary antitrust or regulatory approvals or (2) on such other date as the Company and the Investor agree. For the avoidance of doubt, any Shares to be acquired by the Investor pursuant to paragraphs (b) , (c) , (d) and (e)  of this Section  4.1 shall be purchased at the IPO Price.

(e) If the Company does not definitively price the IPO with the underwriters prior to expiration of the time period contemplated in clause (z) of Section  4.1(b) , the terms of Sections 4.1(b)-(e) shall apply to any subsequent IPO.

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(f) The Investor shall be entitled to designate one of its director designees to serve on any pricing or similar committee established in connection with any Public Offering (which, for the avoidance of doubt, shall count toward satisfaction of its right to designate one or more Investor Directors thereto as set forth in the Voting Agreement), and the Company shall keep the Investor reasonably informed of all material developments with respect to the pricing, sizing, structure and other relevant matters with respect to any Public Offering. The Investor shall be provided with copies of any valuation materials or analyses prepared for the Board and senior management of the Company in connection with a Public Offering.

(g) For underwritten Public Offerings other than an IPO, the Investor and the Company shall use commercially reasonable efforts to adhere to the procedures set forth in Section  4.1(b) , with appropriate modifications depending on the timeline for such offering, and otherwise cooperate in order to permit disclosure of the Investor’s intentions with respect to its preemptive rights in connection therewith reasonably in advance of such underwritten Public Offering; provided, that no breach of this Section  4.1(g) by the Investor shall give rise to, or operate as, a waiver of diminution of the Investor’s preemptive rights under this Section  4.1 except to the extent set forth in a binding notice delivered by the Investor in its sole discretion.

(h) Oversubscription . To the extent that any purchase pursuant to this Article  4 results in the Investor Percentage exceeding the Applicable Percentage (the number of Investor Shares, rounded down to the next whole share, necessary to cause the Investor Percentage to be equal to the Applicable Percentage, the “ Oversubscribed Shares ”), (i) the purchase of such Oversubscribed Shares shall be null and void ab initio , (ii) the Company shall refuse to recognize any Transfer of such Oversubscribed Shares for any purpose and shall not reflect in its records any change in record ownership of its Capital Securities reflecting such Oversubscribed Shares and (iii) the Company shall promptly (and, in any event, within ten (10) Business Days) reimburse the Investor the consideration paid in respect of such Oversubscribed Shares. The Investor irrevocably waives (A) all right, title and interest in or to such Oversubscribed Shares, (B) all rights to vote such Oversubscribed Shares and (C) any distributions or dividends in respect thereof.

(i) Permitted Transferees . At the Investor’s direction, the Company shall issue and/or sell any Shares to be acquired pursuant to the exercise of preemptive rights provided by this Article  4 or Equity Award True-Up rights pursuant to Section  5.1 to Investor Sub or another Permitted Transferee. To the extent the Investor is subject to redemption rights of the Company pursuant to Article 5 , it shall cause Investor Sub or any other Permitted Transferee holding Investor Shares to comply with the Investor’s obligations (or the applicable portion thereof, as necessary) in respect of any such redemption in accordance therewith.

(j) Equitable Adjustments to Preemptive Rights. In the event the Company issues or redeems Shares and thereafter, but prior to the issuance or redemption of Shares to or from the Investor pursuant to this Article 4 or Article 5 , there occurs any stock split, stock combination, dividend (whether in stock, cash, or other assets), reorganization, recapitalization, or other event, the amount of Shares to be so issued or redeemed to or from the Investor shall be equitably adjusted to put the Investor in the same position as it would have been had such Shares been issued or redeemed to or from the Investor prior to such event.

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Section 4.2. Termination of Preemptive Rights . All rights and obligations under this Article  4 shall automatically terminate and be of no further force and effect upon the earlier of: (a) such time upon which the Applicable Percentage is less than twenty-five percent (25%) and (b) such time that this Article 4 terminates in accordance with the terms of Section  3.1(c) .

ARTICLE 5

TRUE-UP AND TENDER OFFER

Section 5.1. Equity Award and Redemption True-Up s .

(a) If, (i) during the period from the first day of the prior Fiscal Quarter to the first day of the then-current Fiscal Quarter (or, with respect to the Fiscal Quarter ending December 31, 2018, during the period starting on the date of this Agreement until January 1, 2019), Shares are issued to employees, officers or directors of, or consultants or advisors to, the Company or any of its Subsidiaries in connection with services provided to the Company or its Subsidiaries pursuant to stock purchase or stock option plans or other similar arrangements (other than with respect to Special Equity Awards) (such Shares so issued, net of any shares repurchased by the Company during such prior Fiscal Quarter (other than pursuant to a tender offer) being the “ Equity Award Shares ”), and (ii) on the first day of the then-current Fiscal Quarter the Investor Percentage is not equal to or greater than the Applicable Percentage as of such date, then the Investor shall have the right to purchase from the Company a number of shares of Class C Common Stock or Class C-1 Common Stock (the “ Equity Award True-Up ”), as applicable, determined by multiplying (x) the number of Equity Award Shares that the Company issued during such prior Fiscal Quarter (or, with respect to the Fiscal Quarter ending December 31, 2018, during such prior partial Fiscal Quarter) by (y) a fraction, the numerator of which is the Applicable Percentage as of such date and the denominator of which is one (1) minus the Applicable Percentage as of such date (in each case, with Applicable Percentage calculated without taking into account the Equity Award Shares referenced in the foregoing clause (x) ) (such securities subject to the Equity Award True-Up, rounded down to the next whole share, the “ Equity Award True-Up Shares ”).

(b) If the Investor Percentage as of the first day of such Fiscal Quarter is greater than the Applicable Percentage as of such date (other than to the extent attributable to a tender offer by the Company, with respect to which a TO True-Up (as defined below) shall be the Company’s exclusive redemption right from the Investor except during a TO Option Period), then the Company may elect to acquire from the Investor a number of shares of Class C Common Stock or Class C-1 Common Stock (the “ Redemption True-Up ”), as applicable, such that, immediately following the Redemption True-Up, the Investor Percentage shall equal the Applicable Percentage (as of such date) (such shares of Class C Common Stock or Class C-1 Common Stock subject to the Redemption True-Up, rounded up to the next whole share, the “ Redemption True-Up Shares ”).

(c) At least ten (10) Business Days prior to the applicable True-Up Date, the Company shall deliver to the Investor written notice, describing (i) whether the Investor is eligible for an Equity Award True-Up or will be subject to a Redemption True-Up and the number of Equity Award True-Up Shares or Redemption True-Up Shares, respectively, (ii) the number of Equity Award Shares issued from the first day of the prior Fiscal Quarter to the first

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day of the current Fiscal Quarter (or, with respect to the Fiscal Quarter ending December 31, 2018, the number of Equity Award Shares issued from the date of this Agreement to January 1, 2019), (iii) prior to an IPO or a Qualified Direct Listing or during such time as the Company’s Shares are not publicly listed on a trading market, (A) the most recent valuation of stock provided pursuant to Section 409A of the Code (the “ 409A Valuation ”) and the date such 409A Valuation was delivered and (B) whether any issuance of Common Stock or Common Stock Equivalents (excluding any issuance of Shares pursuant to restricted stock units or the exercise of options) involving at least two percent (2.0%) of the Company’s then outstanding Capital Securities (a “ Material Issuance ”) has been consummated following the date of such 409A Valuation and, if such an issuance was consummated, the price paid per share of such Common Stock or Common Stock Equivalents in such issuance (such price per share, the “ Material Issuance Valuation ”) and the date thereof, (iv) the weighted average price at which the Investor has purchased shares of Common Stock from the Company (the “ Investor WAP ”) and (v) if the Investor is subject to a Redemption True-Up, whether the Company elects to exercise its right thereto.

(d) If eligible for an Equity Award True-Up, the Investor shall have until fifteen (15) Business Days following the applicable True-Up Date to elect to purchase all or any portion of the Equity Award True-Up Shares by giving irrevocable written notice to the Company. The price per share of such Equity Award True-Up Shares shall be equal to (i) prior to an IPO or a Qualified Direct Listing or during such time as the Company’s Shares are not publicly listed on a trading market, the price per share of stock in the more recent of (A) the 409A Valuation or (B) if a Material Issuance has been consummated following the date of such 409A valuation, the applicable Material Issuance Valuation and (ii) following an IPO or a Qualified Direct Listing if the Company’s Shares are publicly listed on a trading market, the VWAP for publicly-traded shares of stock (or other securities listed) for the ten (10) consecutive complete Trading Days ending on (and including) the day that is the Trading Day immediately prior to the applicable True-Up Date. Any purchase of Class C Common Stock or Class C-1 Common Stock, as applicable, pursuant to the Equity Award True-Up shall occur on the date that is five (5) Business Days following the date on which the Investor provides its irrevocable written notice pursuant to the first sentence of this Section  5.1(d) .

(e) If the Investor is subject to a Redemption True-Up and the Company elected to exercise its right thereto, on the True-Up Date the Investor shall deliver the Redemption True-up Shares to the Company, free and clear of any liens, and the Company shall pay to the Investor a price per share for each Redemption True-Up Share equal to: the greater of (i) if, during the ninety (90) days preceding such Redemption Share True-Up, the Company has acquired Shares from any Related Party (other than in a tender offer available to all Stockholders) in an amount which exceeded one hundred million dollars ($100,000,000) in aggregate purchase price (excluding any such acquisitions in connection with the termination of employment of any executive officers of the Company), the weighted average price at which the Company has acquired such Shares and (ii) (A) prior to an IPO or a Qualified Direct Listing or following such time as the Company’s Shares cease to be publicly listed on a trading market, the price per share of stock in the more recent of (1) the 409A Valuation or (2) if a Material Issuance has been consummated following the date of such 409A valuation, the applicable Material Issuance Valuation and (B) following an IPO or a Qualified Direct Listing if the Company’s Shares are publicly listed on a trading market, the VWAP for publicly-traded shares of stock (or other

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securities listed) for the ten (10) consecutive Trading Days ending on (and including) the day that is the Trading Day immediately prior to the applicable True-Up Date (the “ Redemption True-Up Price ”); provided , that, notwithstanding anything to the contrary in this Section  5.1 , if the Redemption True-Up Price for any applicable Redemption True-Up is less than the Investor WAP on the applicable True-Up Date, the Company shall not be entitled to purchase, and the Investor shall have no obligation to sell, the applicable Redemption True-Up Shares on such True-Up Date (it being understood that this proviso shall not in any manner limit any future right of the Company to consummate any other Redemption True-Up in which the price per share of the Redemption True-Up Shares is equal to or greater than the applicable Investor WAP at such time); provided , further , that notwithstanding the foregoing proviso and regardless of whether the Redemption True-Up Price for such Redemption True-Up is less than the Investor WAP on the applicable True-Up Date, in connection with any Redemption True-Up that occurs during a TO Option Period, the Company may elect to redeem TO Option Shares (to the extent any then exist) in lieu of (and not, for the avoidance of doubt, in addition to or in duplication of) any number of Redemption True Up Shares up to the total number of then outstanding TO Option Shares at a price per share for each TO Option Share equal to the applicable TO Investor WAP (it being understood that in the event that TO Option Shares with respect to two or more Covered TOs are outstanding at any time, the highest priced TO Option Shares must be redeemed before any lower priced TO Option Shares may be redeemed). Notwithstanding anything to the contrary herein, if any Unvested Shares outstanding as of the Closing are forfeited or repurchased upon exercise of the Company’s repurchase right (such number of shares, the “ Unvested Shares Forfeiture Amount ”), the Company may, upon written notice to the Investor prior to any applicable True-Up Date, elect to pay in lieu of any applicable Redemption True-Up Price a price per share equal to the Additional Share Purchase Price (as defined in the Purchase Agreement) for a number of Redemption True-Up Shares equal to the Unvested Shares Forfeiture Amount (for the avoidance of doubt any additional Redemption True-Up Shares in excess of the Unvested Shares Forfeiture Amount shall be purchased at the then applicable Redemption True-Up Price). Subject to the last sentence of Section  6.2(a) , any purchase of Class C Common Stock or Class C-1 Common Stock pursuant to the Redemption True-Up shall occur on the True-Up Date or on such other date as the Company and the Investor agree.

(f) Special Circumstances for Liquidity Events .

(i) The Company shall ensure that, in connection with any Sale of the Company (other than a Sale of the Company in which an acquirer acquires one hundred percent (100%) of the then outstanding Shares) where as a result of, or immediately prior to, or concurrent with, the consummation of the transaction, Shares are to be issued pursuant to the settlement of the Company’s liquidity-contingent restricted stock units (including, if accelerated) or the exercise and sale of options (other than with respect to Shares issued pursuant to the True-Up Convertible Security) (such issuances upon the consummation of such a transaction, the “ M&A Convertible Securities ”), the Investor is provided with at least twenty (20) Business Days’ written notice of the anticipated closing date of such Sale of the Company and the right to give irrevocable written notice to the Company not later than ten (10) Business Days prior to the consummation of such Sale of the Company, electing to purchase from the Company a number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable,

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determined by multiplying (A) the number of M&A Convertible Securities that the Company issued in connection with such Sale of the Company by (B) a fraction, the numerator of which is the Applicable Percentage (as of immediately prior to such Sale of the Company) and the denominator of which is one (1) minus the Applicable Percentage as of such time for a purchase price per share in cash equal to the purchase price paid on a per share basis in such Sale of the Company (or the cash equivalent if the purchase price does not consist solely of cash in such Sale of the Company) (excluding any post-closing “earn-outs”, indemnification or similar contingent payout or reduction). Any purchase of Class C Common Stock or Class C-1 Common Stock, as applicable, pursuant to this Section  5.1(f)(i) shall occur immediately prior to the consummation of the applicable Sale of the Company or such other date as the Investor and the Company may agree. The Company shall not enter into any definitive agreement with respect to, recommend or permit a Sale of the Company that does not comply this Section  5.1(f)(i) .

(ii) Following the expiration of the IPO Lock-Up Period in which Shares are issued pursuant to the settlement of the Company’s liquidity-continent restricted stock units that vest upon the IPO or during the IPO Lock-Up Period (the “ IPO RSU Shares ”), the Investor shall be provided by the Company with at least ten (10) Business Days’ notice in advance of such issuance of IPO RSU Shares and may give irrevocable written notice to the Company not later than fifteen (15) Business Days following such issuance of IPO RSU Shares, electing to purchase from the Company a number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable, determined by multiplying (A) the number of IPO RSU Shares that the Company issued by (B) a fraction, the numerator of which is the Applicable Percentage (as of immediately prior to such issuance of IPO RSU Shares) and the denominator of which is one (1) minus the Applicable Percentage as of such time for an amount in cash equal to the VWAP for publicly-traded shares of the Company’s stock (or other securities listed) for the ten (10) consecutive Trading Days ending on (and including) the day that is the Trading Day immediately prior to the applicable date of issuance of such IPO RSU Shares. Any purchase of Class C Common Stock or Class C-1 Common Stock, as applicable, pursuant to this Section  5.1(f)(ii) shall occur on the date that is five (5) Business Days following the date on which the Investor provides its irrevocable written notice pursuant to the first sentence of this Section  5.1(f)(ii) or such other date as the Investor and the Company may agree.

Section 5.2. Tender Offer True-Up .

(a) In the event that a tender offer for Capital Securities, launched by the Company, has been consummated and as a result of such consummation the Investor Percentage exceeds the Applicable Percentage (a “ Covered TO ”), then fifteen (15) days following the close of such tender offer (the “ TO True-Up Date ”), the Company may elect to redeem from the Investor a number of shares of Class C Common Stock or Class C-1 Common Stock (the “ TO True-Up ”), as applicable, such that the Investor Percentage immediately following such TO True-Up shall equal the Applicable Percentage as of immediately prior to consummation of such tender offer (such shares of Common Stock or Class C-1 Common Stock subject to the TO True-Up, rounded down to the next whole share, the “ TO True-Up Shares ”).

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(b) At least five (5) Business Days prior to the applicable TO True-Up Date, the Company shall deliver to the Investor written notice, describing (i) the number of Capital Securities purchased in such tender offer, (ii) the number of TO True-Up Shares, (iii) the price paid for Capital Securities in such tender offer, (iv) the Investor WAP and (v) whether the Company elects to exercise its TO True-Up. If the Company elects to exercise its TO True-Up, on the TO True-Up Date, the Investor shall deliver the TO True-Up Shares to the Company, free and clear of any liens, and the Company shall pay to the Investor a price per TO True-Up Share equal to the price per share paid for the Class A Common Stock to the extent tendered for or, if Class A Common Stock was not included in such tender offer, the weighted average price paid for Capital Securities (on an as-converted basis) in such tender offer. Subject to the last sentence of Section  6.2(a) , any purchase of TO True-Up Shares pursuant to the TO True-Up shall occur on the TO True-Up Date or on such other date as the Company and the Investor agree; provided , that, notwithstanding anything to the contrary in this Section  5.2(b) , if the price per share of the TO True-Up Shares for any applicable TO True-Up is less than the Investor WAP (the “ TO Investor WAP ”) at the time of the consummation of such TO True-Up (a “ TO Price Shortfall ,” and any Covered TO in which there has been a TO Price Shortfall, a “ Shortfall TO ”), the Company shall not be entitled to purchase, and the Investor shall have no obligation to sell, the applicable TO True-Up Shares on such True-Up Date and instead the TO True-Up Shares which the Company otherwise would have been permitted to purchase pursuant to such TO True-Up (“ TO Option Shares ”) may be redeemed, subject to Section  5.2(c) , by the Company in lieu of Redemption True-Up Shares as and to the extent provided in Section  5.1(e) (it being understood that this proviso shall not in any manner limit any future right of the Company to consummate any other TO True-Up in which there is not a TO Price Shortfall).

(c) It is understood and agreed that the number of TO Option Shares outstanding as a result of the consummation of any Shortfall TO shall thereafter be reduced ratably (to a number not less than zero) to the extent the Investor Percentage at any time following such Shortfall TO decreases to the Applicable Percentage for any reason. For purposes of determining whether any such reduction is applicable, the Company shall, at the end of any calendar month when TO Option Shares are purportedly outstanding, and in any event prior to any and each redemption by the Company of TO Option Shares, provide the Investor with a calculation (a “ TO Option Shares Calculation ”) of (i) the Investor Percentage immediately following the consummation of such Shortfall TO, (ii) the number of TO Option Shares created as a result of such Shortfall TO, (iii) the then-current Investor Percentage, and (iv) a certificate confirming any applicable reduction in the number of TO Option Shares based on the results of the preceding clauses (i)-(iii). For illustrative purposes, if the Investor Percentage immediately following consummation of a Shortfall TO is thirty-six percent (36%) and results in 1,000 Investor Shares being deemed TO Option Shares, and at any time thereafter the Investor Percentage at the time of a TO Option Shares Calculation has fallen to (A) 35.5%, then 500 of such TO Option Shares (or, if there are fewer than 500 of such TO Option Shares then remaining outstanding, all such remaining TO Option Shares) shall be irrevocably deemed no longer to be TO Option Shares or (B) 35% or less, all 1,000 such TO Option Shares (or any remaining amount of TO Option Shares, if less than 1,000) shall be irrevocably deemed no longer to be TO Option Shares and any TO Option Period that is running as a result of the existence of such TO Option Shares shall immediately terminate.

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Section 5.3. Excess Redemption . To the extent that any redemption of Capital Securities from the Investor pursuant to this Article 5 results in the Investor Percentage being less than the Applicable Percentage (the number of Investor Shares, rounded down to the next whole share, necessary to cause the Investor Percentage to be equal to the Applicable Percentage, the “ Excess Redeemed Shares ”), (i) the redemption of such Excess Redeemed Shares shall be null and void ab initio , and the Company shall return to the Investor such shares, (ii) the Company shall not recognize any Transfer of such Excess Redeemed Shares for any purpose and shall not reflect in its records any change in record ownership of its Capital Securities reflecting the redemption of such Excess Redeemed Shares and (iii) the Investor shall promptly (and, in any event, within ten (10) Business Days) reimburse the Company the consideration paid in respect of such Excess Redeemed Shares. The Company irrevocably waives all right, title and interest in or to such Excess Redeemed Shares and the Investor shall be entitled to all rights, privileges and benefits of having owned such Excess Redeemed Shares (including voting rights, rights to dividends and distributions and rights under the Constituent Documents) as if such Excess Redeemed Shares had never been redeemed.

Section 5.4. Termination of Equity Award True-Up . All rights and obligations under Section  5.1 (solely with respect to the Equity Award True-Up) shall automatically terminate and be of no further force and effect upon the earlier of: (i) such time upon which the Applicable Percentage is less than twenty-five percent (25%) and (ii) such time that this Article  5 terminates in accordance with the terms of Section  3.1(c) . For the avoidance of doubt, all rights and obligations pursuant, and related, to the Redemption True-Up and the TO True-Up shall remain effective until the termination of this Agreement.

ARTICLE 6

STANDSTILL AND PERMITTED PURCHASES

Section 6.1. Standstill .

(a) Without the Company’s prior written consent, the Investor shall not, and, the Investor shall cause its Subsidiaries, controlled Affiliates and Upstream Affiliates and, its and their respective Representatives to the extent acting on its or their behalf or with its or their consent not to, directly or indirectly:

(i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist (including, without limitation, through the provision of financing), or act in concert with, any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (i) any acquisition of Beneficial Ownership of any securities or indebtedness of the Company or its Subsidiaries ( provided , that for purposes of this clause (i) , the sixty (60) day limitation of Rule 13d-3(d)(1)(i) shall be disregarded), (ii) any acquisition of material assets of the Company or its Subsidiaries, (iii) any tender or exchange offer involving the securities of the Company or its Subsidiaries or (iv) any merger, other business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or its Subsidiaries ( except , in each case, by way of stock dividends or other distributions made to holders of any class or series of Capital Securities then held by the Investor or its Affiliates);

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(ii) engage, or in any way knowingly participate, in any “solicitation” (as such term is defined in Rule 14a-1(1) under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of members of the Board); seek to advise, encourage, influence or act in concert with any Person with respect to the voting of any Voting Shares; initiate, propose or make any stockholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or to call a meeting of the stockholders; knowingly induce or attempt to induce any other Person to initiate any such stockholder proposal or to call a meeting of the stockholders; or otherwise seek to remove any member of the Board;

(iii) form, join or in any way participate in a “group” (as such term is used under the Exchange Act), or act in concert with any other Person, with respect to any securities of the Company or any of its Subsidiaries;

(iv) except through the actions of the Investor Directors (once the Investor becomes entitled to designate such Investor Directors pursuant to the Voting Agreement) and any confidential communications between the Parties or their Representatives, take any action to, or act in concert with any other Person to, or seek to direct or control the management, policies or strategy of the Company or any of its Subsidiaries or the Board in any manner or to amend the Certificate of Incorporation or By-Laws;

(v) publicly disclose or take any action that would reasonably be expected to require the Company or any of its Subsidiaries to publicly disclose any intention, plan or arrangement inconsistent with the foregoing;

(vi) enter into discussions, arrangements or understandings with any third party with the purpose and effect of circumventing any of the foregoing restrictions; or

(vii) request, directly or indirectly, that the Company amend, modify or waive any provision of this Section  6.1 in a manner that would reasonably be expected to require public disclosure by the Investor or the Company.

(b) Notwithstanding the foregoing, (i) the Investor shall be permitted to (x) make public disclosures, including filings with the SEC (other than a Schedule 13D unless required by Law as determined by the Investor based on the advice of outside counsel), regarding the Company and its investment in the Company, consistent with customary practices of public companies regarding disclosure relating to material investments, and (y) engage in ordinary course communications with its investors and analysts, (ii) nothing in this Section  6.1 shall in any way restrict the Investor or its Affiliates from (x) selecting, removing, replacing or taking

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any other action with respect to any and all of the Investor Directors or the Investor Observer and their service on the Board or (y) taking or causing to be taken any action set forth in the proviso to the definition of “Transfer” in Article I and (iii) the Investor’s entry into the Constituent Documents and the taking of any actions permitted thereby by the Investor or its Affiliates or its or their Representatives (including any Investor Directors or the Investor Observer) shall not be deemed to breach any provision of this Agreement.

(c) Any breach of this Section  6.1 by any Subsidiary, controlled Affiliate or Upstream Affiliate shall be deemed to be a breach by the Company.

Section 6.2. Purchase Right and Permitted Buyout Offer .

(a) Public-Market Purchases . Notwithstanding anything to the contrary set forth in Section  6.1 , following the IPO or a Qualified Direct Listing if the Company’s Shares are publicly listed on a trading market, the Investor may purchase Class A Common Stock in the open market; provided , that (i) the Investor shall not purchase Class A Common Stock if such purchase would cause the Investor Percentage immediately following any such purchase to exceed the Applicable Percentage and (ii) prior to, or concurrent with, such purchase, the Investor delivers to the Company an executed irrevocable election to exchange (together with such other documents and materials as may be required by the Company’s Certificate of Incorporation) all shares purchased for an equal number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable, pursuant to the Company’s Certificate of Incorporation. The Company and the Investor shall reasonably cooperate with respect to the timing of the consummation and structuring of any transactions contemplated by Sections 4.1 , 5.1 or 5.2 , in each case, to attempt to avoid any such transaction resulting in any liability or potential liability under applicable Laws (including to the extent such transaction would be materially detrimental to the Company as a result of any requirement with respect to the public disclosure of information or as is required by Section 16 of the Exchange Act) upon the reasonable written request of the Investor or the Company, respectively.

(b) Permitted Buyout Offer . Notwithstanding anything to the contrary set forth in Section  6.1 , following the four (4) year anniversary of the date hereof, the Investor may deliver to the Board a proposal to acquire all outstanding Shares not Beneficially Owned by the Investor; provided , that such proposal must (i) be made only on a confidential basis and (ii) be subject to a non-waivable condition that such offer be approved by (A) the affirmative vote of a majority of the Non-Investor Directors then in office or an independent special committee of the Board, as interpreted in accordance with the Laws of the State of Delaware, that contains no Investor Directors or the Investor Observer and (B) Stockholders representing more than fifty percent (50%) of the Independent Voting Power of the Company voting at a meeting duly called for such purposes (or, if by written consent, of the outstanding Independent Voting Power) (such offer, a “ Permitted Buyout Offer ”); provided , further , that the Investor shall not make more than one (1) Permitted Buyout Offer during any consecutive twelve (12) month period (it being understood solely with respect to this proviso that (x) ongoing discussions regarding a previously made Permitted Buyout Offer, including any revisions thereto, shall not constitute multiple Permitted Buyout Offers and (y) such discussions shall be deemed to be terminated if such Permitted Buyout Offer is rejected by the aforementioned special committee or the affirmative vote of a majority of the Non-Investor Directors then in office (whether or not such an independent special committee shall have been formed) which rejection is set forth in a written notice to the Investor specifying that such discussions are terminated and that the Board or committee, as the case may be, does not wish to receive any further proposals from the Investor pursuant to this Section  6.2(b) ).

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Section 6.3. Termination of Purchase Right and Permitted Buyout Offer . All rights and obligations of the Parties under Section  6.2 (other than as set forth in the last sentence of Section  6.2(a) ) shall automatically terminate and be of no further force and effect upon such time that Section  6.2 (other than as set forth in the last sentence of Section  6.2(a) ) terminates in accordance with the terms of Sections 3.1(c) , 3.2(a)(ii) and 3.2(c) .

Section 6.4. No Investor Control of the Company . Notwithstanding anything in this Agreement or any other agreement, oral or written, between the Parties, the Investor shall have no right, directly or indirectly, as a result of its investment in the Company or otherwise, to direct or control the Company, is not under common control with the Company and shall have no power to direct the management or policies of the Company (including any matters respecting the intellectual property of the Company), whether through ownership of Shares, by contract or otherwise.

ARTICLE 7

TRANSFER OF CAPITAL SECURITIES AND QUALIFIED SALE

Section 7.1. Limitations on Transfer .

(a) The Investor may Transfer its Capital Securities only in accordance with, and subject to the applicable provisions of, this Article 7 . The limitations on Transfers of Capital Securities set forth in this Article 7 are in addition to any restrictions imposed by applicable Law (including the satisfaction of any pre-filing or pre-approval requirements under any license, permit, authorization or rules or regulations applicable to the Company or the Beneficial Ownership of its Capital Securities).

(b) During the period beginning on the date hereof and ending on the six (6) year anniversary thereof (the “ Lock-Up Period ”), the Investor shall not Transfer any Capital Securities without the prior approval of the Board, including the approval of a majority of Non-Investor Directors then in office, except to a Permitted Transferee or as expressly permitted by Article  5 ; provided , that prior to a Transfer to a Permitted Transferee, (i) the Investor shall give the Company five (5) Business Days’ prior written notice that such Transfer is being made and (ii) the Investor and any transferee of such Capital Securities shall comply with all applicable Laws, including as to registration or exemptions under applicable Laws, with respect to such Transfer.

(c) The Investor shall not be entitled to Transfer any Capital Securities or any other rights under this Agreement (including pursuant to a Permitted Transfer) at any time if such Transfer would:

(i) violate applicable Laws, including the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” Laws applicable to the Company or Capital Securities or any applicable Foreign or State Act;

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(ii) cause the Company to become subject to the registration or reporting requirements of the Investment Company Act;

(iii) at any time prior to consummation of an IPO or a Qualified Direct Listing, cause the Company to become subject to the registration requirements of Section 12(g) of the Exchange Act;

(iv) result in any entity which, in the good faith reasonable determination of the Board, directly or indirectly Competes with the Company, Beneficially Owning such Capital Securities; and

(v) require any adverse filing, notice or disclosure to be made by the Company under the applicable requirements of Antitrust Laws and the Exon-Florio Amendment to the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended, including the implementing regulations thereof codified at 31 C.F.R. Part 800.

(d) Any purported Transfer of Capital Securities by the Investor other than in accordance with this Agreement shall be null and void ab initio , and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of its Capital Securities pursuant to any such Transfer. Until such purported Transfer shall be rescinded, any Capital Securities Transferred in violation of this Agreement, shall not be entitled to, and the Investor shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof, from and after the date of such purported Transfer. The Transferee of any Capital Securities Transferred in violation of this Agreement shall not be entitled to, and shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof. Notwithstanding the foregoing, if the Investor would have been entitled to distributions or dividends in respect of such purportedly Transferred Capital Securities but for the immediately preceding sentence (“ Withheld Distributions ”), if and when such purported Transfer shall be rescinded, the Investor shall be entitled to receive all such Withheld Distributions (without interest or penalty of any kind for the period withheld). If the Investor Beneficially Owns any Capital Securities other than shares of Class C Common Stock or Class C-1 Common Stock, other than pursuant to the consummation of a Permitted Buyout Offer in compliance with the terms of this Agreement, the Investor shall promptly thereafter exchange all such Capital Securities for an equal number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable, and execute other documents and materials and materials as may be reasonably requested by the Company to consummate such exchange.

Section 7.2. Exit Right .

(a) Following the expiration of the Lock-Up Period (the “ Lock-Up Expiration Date ”), during each calendar quarter, subject to and after complying with the procedures set forth in Section  7.4 , the Investor and/or its Permitted Transferee(s) may Transfer in the aggregate a number of Capital Securities equal to the sum of (i) one-sixth (1/6 ^th ) of the aggregate number of all Capital Securities Beneficially Owned by the Investor and/or its

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Permitted Transferee(s) on the Lock-Up Expiration Date and (ii) any Capital Securities that were permitted to be, but were not, Transferred in a prior calendar quarter pursuant to this Section  7.2(a) (such that, for the avoidance of doubt, in and after the sixth calendar quarter following the Lock-Up Expiration Date, the Investor and/or its Permitted Transferee(s) shall be entitled to Transfer any and all of the Capital Securities they may continue to Beneficially Own at such time).

(b) Notwithstanding anything to the contrary set forth in Section  7.2(a) , in no event shall the Investor Transfer to any Person a number of shares of Class C Common Stock or Class C-1 Common Stock that would result in such Transferee and such Transferee’s Affiliates acquiring Beneficial Ownership in the aggregate of more than seven and one-half percent (7.5%) of the aggregate number of Shares then outstanding or more than seven and one half percent (7.5%) of the aggregate voting power of the Voting Shares then outstanding and, for the avoidance of doubt, any such shares of Class C Common Stock or Class C-1 Common Stock purported to be Transferred shall be subject to Section  7.1(d) .

(c) At the Investor’s expense, the Company shall use commercially reasonable efforts to cooperate as reasonably requested by the Investor in connection with a Transfer contemplated by this Section  7.2 , including using commercially reasonable efforts to cooperate with and assist the Investor in promptly removing or rendering inapplicable any actual or potential restrictions on a proposed Transfer under applicable Law.

(d) References to the Investor in this Section  7.2 and in Section  7.4 shall be deemed to include Investor Sub and any other Permitted Transferee, in each case, to the extent such Person holds Investor Shares.

Section 7.3. Qualified Sale .

(a) If, as of any given time, the Board either (i) engages in a formal auction process or (ii) authorizes the Company or any other Person acting on its behalf to negotiate (either directly or with its Representatives) with a Third Party Buyer, in each case, with respect to a potential Qualified Sale, the Company shall promptly thereafter deliver a written notice thereof to the Investor (the “ Qualified Sale Notice ”), and the Investor shall then have ten (10) Business Days from the date such Qualified Sale Notice is delivered to provide the Company with a written notice confirming that the Investor elects to participate in the process in connection with such potential Qualified Sale (a “ Qualified Sale Participation Notice ”). Subject to the terms of this Section  7.3 and its fiduciary duties, the Board may conduct and change the process with respect to any potential Qualified Sale as it (or applicable committee thereof), shall determine, including rejecting any and all offers without stating reasons, negotiating with one or more other parties and entering into a definitive agreement for a transaction without prior notice to the Investor or any other Person; provided , that:

(i) unless the Investor has delivered a Qualified Sale Participation Notice affirmatively confirming its election to participate in a Qualified Sale process, the Company shall not, and shall cause its Affiliates and Representatives not to, negotiate with or provide due diligence to any Investor Competitor in connection with the potential Qualified Sale;

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(ii) the Company shall not intentionally or materially disadvantage the Investor during such process relative to other Persons participating therein;

(iii) during the Qualified Sale Pendency Period, the Company shall furnish or make available to the Investor any nonpublic information with respect to the Company that is furnished or made available to other potential participants in the Qualified Sale process if such nonpublic information has not been previously furnished or made available to the Investor;

(iv) any such Third Party Buyers shall be subject to confidentiality and use restrictions that are no less restrictive than any such restrictions imposed upon the Investor with respect to such information;

(v) if the Board has initiated a formal auction process, the Investor shall be furnished, during the Qualified Sale Pendency Period, such information regarding the process as is provided generally to other participants regarding the process;

(vi) if the Company enters into definitive agreements with respect to, or the Board otherwise authorizes, approves or recommends, a Qualified Sale, no fewer than twenty (20) Business Days shall have elapsed from the date of delivery of the applicable Qualified Sale Notice; and

(vii) prior to the execution and delivery of definitive agreements with respect to a Qualified Sale, the Company shall permit the Investor to make a Permitted Buyout Offer and consider in good faith any revisions thereto.

(b) If following receipt of a Qualified Sale Notice and completion of a Qualified Sale Pendency Period in compliance with Section  7.3(a) , the Board approves a Qualified Sale in compliance with the terms of this Agreement, the Investor shall take all actions set forth in Sections 4(b)(ii)(A), (C), (D) and (E) of the Voting Agreement (for the avoidance of doubt subject to Section 4(c) thereof) with respect to such Qualified Sale; provided , that if the rights of the Investor under Section  7.3(a) have terminated as provided herein, then the Investor shall take all such actions without receipt of such a Qualified Sale Notice or the completion of such a Qualified Sale Pendency Period. For the avoidance of doubt, the obligation to take such actions shall survive any termination of the Voting Agreement.

(c) (i) The Company’s obligation to deliver a Qualified Sale Notice to the Investor under Section  7.3(a ) shall automatically terminate and be of no further force and effect upon such time that such obligation terminates in accordance with the terms of Sections 3.1(c) and (ii) all rights and obligations of the Parties set forth under Section  7.3(a ) shall automatically terminate and be of no further force and effect upon such time that Section  7.3(a ) terminates in accordance with the terms of Sections 3.2(a)(ii) and 3.2(c) .

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Section 7.4. Right of First Offer .

(a) Subject to the limitations set forth in Section  7.4(e) , if, following the Lock-Up Expiration Date, the Investor proposes to Transfer Capital Securities, other than in a broadly distributed Public Offering, to a third-party Transferee that is not a Permitted Transferee, then the Investor shall (i) give the Company written notice of the Investor’s intention to make the Transfer (the “ Offer Notice ”) and (ii) not Transfer such Capital Securities other than in accordance with, and subject to the applicable provisions of, this Section  7.4 . The Offer Notice shall include (A) a description of the number of Capital Securities proposed to be Transferred (“ Offered Securities ”), (B) the price (and, if applicable, the Investor’s reasonable determination in good faith of the fair market value of any non-cash consideration) for which the Investor proposes to Transfer the applicable Capital Securities and (C) if applicable, any material terms and conditions upon which the proposed Transfer would be made.

(b) The Company shall have an option for a period of thirty (30) days from delivery of the Offer Notice to elect to purchase all of the Offered Securities at the same price (or, if applicable, a cash purchase price equal to the fair market value of non-cash consideration as determined pursuant to Section  7.4(a) ) as described in the Offer Notice. The Company may exercise such purchase option and, thereby, purchase all of the Offered Securities by notifying the Investor in writing before expiration of such thirty (30)-day period that it wishes to purchase the Offered Securities. The Company may assign such purchase option in whole or in part to any Person; provided , that the Company may not assign such purchase option to an Investor Competitor until any rights of the Investor have terminated in accordance with the terms of Section  3.1(c) or Sections 3.2(a)(ii) and 3.2(c) (any permitted assignee of such right, a “ ROFO Assignee ”).

(c) The Company shall effect any purchase of the Offered Securities pursuant to Section  7.4(a) with payment to be paid up front in cash against delivery of the Capital Securities to be purchased at a place agreed upon between the Parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after delivery of the Offer Notice (which may be extended by ninety (90) days to the extent necessary to obtain any required approvals or consents under applicable Law); provided , that if the aggregate price of the Offered Securities is in excess of one billion dollars ($1,000,000,000), the Company shall have ninety (90) days after delivery of the Offer Notice to consummate the closing of such purchase to the extent necessary to obtain financing with respect thereto.

(d) To the extent that the Company (or any ROFO Assignee) has not exercised the right to purchase the Offered Securities within the time period specified in this Section  7.4 , the Investor shall have a period of ninety (90) days from the expiration of such right in which to sell, or enter into an agreement to sell, all but not less than all of the Offered Securities, at a price or for consideration at least equal to, and upon other terms and conditions not materially more favorable, in the aggregate, to the Transferee than those specified in the Offer Notice. In the event the Investor does not consummate such sale of the Offered Securities within ninety (90) days from the date of entry into the applicable agreement (which may be extended by up to an additional ninety (90) days to the extent necessary to obtain any required approvals or consents under applicable Law), the right of first offer under this Section  7.4 shall continue to be applicable to any subsequent sale of the Offered Securities by the Investor. Furthermore, the exercise or non-exercise of any rights of the Company (or any ROFO Assignee) under this Section  7.4 to purchase Capital Securities from the Investor shall not adversely affect the Company’s (or any ROFO Assignee’s) rights to make subsequent purchases from the Investor.

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(e) This Section  7.4 shall not apply to (i) the Transfer of Capital Securities pursuant to a Sale of the Company or (ii) the Transfer of Capital Securities to a Permitted Transferee.

Section 7.5. Prohibited Issuances . Until the first date on which the Applicable Percentage is less than twenty percent (20%), without the Investor’s prior written consent, the Company shall not issue Capital Securities in one or more series to any Person which issuance(s) would (whether by the terms of such Capital Securities, by any agreement entered into with the holder(s) thereof or otherwise):

(a) provide the holder(s) of such Capital Securities with covenants, termination events or other protections that are broader in type or more restrictive to the Company and its Subsidiaries than those granted to any series of Existing Preferred Stock (as defined in the Certificate of Incorporation) pursuant to the terms set forth in the Certificate of Incorporation as of immediately prior to the execution of this Agreement (it being agreed that (x) the terms of such Capital Securities shall not restrict the ability of the Company and its Subsidiaries to pay dividends in respect of the Common Stock, and (y) the provision of the following rights, preferences and privileges to such holder(s) shall be considered to comply with this Section  7.5 and shall not require the Investor’s prior written consent: (i) liquidation preferences (whether participating or non-participating), (ii) dividend preferences, (iii) broad-based, weighted average anti-dilution protection, (iv) customary redemption/put rights, (v) consent rights relating to (A) the liquidation or dissolution of the Company, (B) the creation or authorization of a senior or pari passu Capital Security, (C) purchases or redemptions of Capital Securities (other than pursuant to this Agreement), (D) increases or decreases to the size of the Board, (E) incurrence of material indebtedness, (F) making of material loans outside the ordinary course of business and (G) material acquisitions of or material investments in third parties, (vi) information and inspection rights, (vii) registration rights on a pari passu (or less favorable to the holder(s) of such Capital Securities) basis relative to those provided to the Investor pursuant to the Investors’ Rights Agreement, and (viii) pre-emptive rights to participate pro rata in subsequent issuances of Capital Securities (which shall not impair the Investor’s preemptive rights));

(b) provide the holder(s) of such Capital Securities with the right to designate, consent to the appointment of or cause the removal of members of management;

(c) provide the holder(s) of such Capital Securities with director designation or nomination rights with respect to the Board in excess of the percentage of Shares they Beneficially Own (subject to rounding);

(d) provide the holder(s) of such Capital Securities with special consent rights, or right of first refusal, matching or similar rights, in each case with respect to a Sale of the Company (whether to the Investor or otherwise), a Qualified Sale or similar extraordinary transactions;

(e) the proceeds of which, if such Capital Securities are Preferred Stock or otherwise have dividend or liquidation rights senior to any class of Common Stock, would be used for purposes other than financing the Company’s business, operations, acquisitions or capital expenditures or refinancing the Company’s indebtedness (which non-permitted purposes include, for avoidance of doubt, any return of capital transaction such as a tender offer, repurchase of Capital Securities or dividend);

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(f) materially alter the governance structure of the Company in a manner adverse to the Investor, including the structure and governance of the Board (such as, for example, by providing such holder(s) with the right to designate the majority of a committee of the Board or requiring such holder(s)’s board designees for purposes of constituting a quorum);

(g) assuming the exercise in full by the Investor of any of its preemptive rights under Article  4 or Equity Award True-Up rights under Section  5.1 , result in any decrease in the Investor’s voting or economic ownership percentage in the Company (other than any liquidation preference or right or dividend preference or right given to the holder(s)); or

(h) otherwise disproportionately disadvantage in any significant respect the rights of (A) the Investor or (B) the Class C Common Stock or Class C-1 Common Stock or the holders thereof relative to the other classes and series of Shares existing as of the date of this Agreement or the holders thereof.

In connection with any proposed issuance of New Securities that has been (1) approved by the Board, (2) complies with this Section  7.5 and (3) as applicable, approved in accordance with Section  2.1(e)(i) , if such issuance requires stockholder approval, the Investor shall (a) vote (in person, by proxy or by action by written consent, as applicable) all Shares then Beneficially Owned by it in favor of, and adopt, such issuance (together with any related amendment to the Certificate of Incorporation required in order to implement such issuance), and (b) the Investor shall consent to any amendments to the Constituent Documents (which for the avoidance of doubt shall not “adversely affect” the rights or obligations of the Investor, its Subsidiaries or its Affiliates for any purposes under the Constituent Documents) and execute related documentation reasonably requested by the Company to effectuate such issuance which are consistent with the foregoing terms and conditions and do not alter the rights or obligations of the Investor or the terms of the Class C Common Stock or Class C-1 Common Stock or the holders thereof.

Section 7.6. Rights and Obligations of Permitted Transferees . Any Permitted Transferee other than Investor Sub shall be required, at the time of and as a condition to such Transfer, to become a party to any other Constituent Documents requested by the affirmative vote of a majority of the Non-Investor Directors then in office by executing and delivering such documents as may be necessary, in the reasonable opinion of such Non-Investor Directors, to make such Person a party hereto and thereto and to assume the obligations of the Investor hereunder and thereunder, in each case, to the extent the Investor is such a party and has assumed such obligations (which shall include an agreement to which the Company is a third party beneficiary to comply with the final sentence of this Section  7.6 ). Notwithstanding anything to the contrary in any Constituent Document, Investor Sub shall be subject to all obligations of the Investor set forth in the Constituent Documents and Investor Sub shall not, and the Investor shall not permit Investor Sub to, take, or fail to take, any action that would breach the Investor’s obligations thereunder. Notwithstanding the preceding sentence, no Transfer to any Permitted Transferee shall relieve the Investor of any of its obligations set forth herein (and the Investor shall cause each such Permitted Transferee to take all actions required by the Investor

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hereunder), and no Transferee (other than a Permitted Transferee solely as provided in the following proviso) shall acquire any rights under any applicable Constituent Documents, unless otherwise determined by the Company in its sole discretion, by reason of the purported Transfer; provided , that, for purposes of any Transfers of shares of Class C Common Stock or Class C-1 Common Stock from the Company contemplated by this Agreement, the Investor and Investor Sub shall be permitted to allocate their rights with respect thereto among themselves and any other applicable Permitted Transferees and the Capital Securities held by each Permitted Transferee shall be deemed to be Capital Securities of the Investor for all purposes hereunder. For the avoidance of doubt, at such time as the Investor or a Permitted Transferee no longer holds any shares of Class C Common Stock or Class C-1 Common Stock, the Investor or such Permitted Transferee, as applicable, shall cease to have any rights or obligations hereunder. The Investor shall not permit any Permitted Transferee Beneficially Owning shares of Class C Common Stock or Class C-1 Common Stock to cease to be a Permitted Transferee, unless at or prior thereto the shares of Class C Common Stock or Class C-1 Common Stock are Transferred to the Investor or to another Permitted Transferee.

Section 7.7. Rights and Obligations of Purchasers of Shares . At any time prior to an IPO or a Qualified Direct Listing, any purchaser or transferee (other than Investor Sub or any other Permitted Transferee) of shares of Class C Common Stock or Class C-1 Common Stock from the Investor pursuant to this Article  7 shall be required, at the time of and as a condition to such purchase or Transfer, to become a party to the Voting Agreement and Investors’ Rights Agreement and to assume those obligations generally applicable to Stockholders thereunder. No such purchaser or transferee shall acquire any rights or assume any obligations specific to the Investor or any of its Affiliates under any applicable Constituent Documents, unless otherwise agreed by the Company, by reason of such sale or Transfer.

Section 7.8. Legends . Any certificates for Investor Shares shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) referencing restrictions on Transfer of such Investor Shares under the Securities Act and under this Agreement, which legend shall state in substance:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), (II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE RELATIONSHIP AGREEMENT DATED AS OF DECEMBER 20, 2018, BY AND AMONG THE COMPANY, ALTRIA GROUP, INC. AND ALTRIA ENTERPRISES LLC, (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”

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Notwithstanding the foregoing, the holder of any certificate(s) for Investor Shares shall be entitled to receive from the Company new certificates for a like number of Investor Shares not bearing such legend (or the elimination or termination of such notations or arrangements) upon the request of such holder (a) at such time as such restrictions are no longer applicable and (b) with respect to the restriction on Transfer of such Investor Shares under the Securities Act or any other applicable securities Laws of any other foreign, federal, state, local or other jurisdiction (a “ Foreign or State Act ”), unless such Investor Shares are sold pursuant to a registration statement, subject to delivery of an opinion of counsel to the Company (which the Investor and the Company agree to use commercially reasonable efforts to cooperate to promptly obtain in order to permit any Transfer permitted by this Agreement), that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act or any such other applicable Foreign or State Act.

Section 7.9. Delay of Transfer . The Company shall not incur any liability to the Investor or any other Person for any delay in recognizing any Transfer of Capital Securities Beneficially Owned by the Investor if (a) the Company in good faith reasonably determines that such Transfer was or would be in violation in any material respect of the provisions of applicable Law (including the Securities Act and any Foreign or State Act) or the Constituent Documents and (b) has provided written notice of such determination, including an explanation of the basis therefor, to the Investor.

Section 7.10. Certain Corporate Transactions . If the Investor shall sell, transfer, convey or otherwise dispose of (including by way of merger or consolidation or otherwise, and whether or not the Investor is the surviving entity of any such transaction(s)) all or substantially all of the properties or assets of the Investor and its Subsidiaries, taken as a whole (other than the Investor Shares) to any other Person, the Investor shall also transfer the Investor Shares to such other Person in connection with such transaction and cause such other Person to assume the Investor’s obligations under the Services Agreement and the License Agreement; provided , that the Company shall reasonably cooperate with the Investor to effect such transfer of the Investor Shares and assumption of obligations, including waiving any applicable restrictions on Transfer or assignment, and the Investor shall cause the transferee shall comply with Section  9.11 .

Section 7.11. Upstream Affiliate Divestiture . If immediately following a Person becoming an Upstream Affiliate, the Investor Percentage exceeds the Applicable Percentage, the Investor shall use commercially reasonable efforts to cause such Upstream Affiliate to dispose as promptly as reasonably practicable of a number of Capital Securities such that immediately following such disposition, the Investor Percentage shall not exceed the Applicable Percentage; provided , that in the case of a Person that is an Upstream Affiliate pursuant only to clause (ii) of the definition thereof, the foregoing requirements shall only apply to any Capital Securities acquired by such Person or its Affiliates (excluding the Investor and its Subsidiaries) following the time when such Person became an Upstream Affiliate; provided , further, that the Investor and its Subsidiaries, and any Affiliates of the Investor not controlled by such Upstream Affiliate, shall have no obligation under this Section  7.11 to dispose of any Investor Shares or other Capital Securities Beneficially Owned by them; provided , further , that the Company shall reasonably cooperate with the Investor and its Affiliates to the extent necessary to enable them to comply with the requirements of this sentence.

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Section 7.12. Certain Capital Matters .

(a) If the Company shall fix a record date in respect of any dividend or distribution to holders of Capital Securities at a time when there exist any Equity Award True-Up Shares with respect to the prior Fiscal Quarter, or the Investor is otherwise then entitled to acquire shares of Class C Common Stock or Class C-1 Common Stock with respect to any New Securities that have been issued and were entitled to such dividend or distribution, the Investor shall be entitled to receive an additional payment from the Company in respect of any such shares actually acquired by the Investor, payable at the time such acquisition (or, if later, the date such dividend or distribution is paid), in the same amount as if such shares had been outstanding on such record date.

(b) Until the first date on which the Applicable Percentage is less than twenty-five percent (25%), in the event that the Company makes, pays or sets aside a dividend or distribution payable to or in respect of Shares (including a “Non-Stock Dividend,” as defined in the Certificate of Incorporation), the Company shall not in connection therewith, without the prior written consent of the Investor, make, pay or set aside any distribution (as part of an equitable adjustment or otherwise) to or in respect of any of the Company’s options or restricted stock units other than a Permitted Adjustment or in connection with the Cash Distribution.

(c) Until the first date on which the Applicable Percentage is less than twenty-five percent (25%), without the prior written consent of the Investor, the Company shall not issue to its employees, officers or directors of, or consultants or advisors to, the Company or any of its Subsidiaries shares of capital stock that are subject to repurchase rights or forfeiture or stock options that are “early exercisable” for shares of capital stock that are subject to repurchase rights or forfeiture.

(d) If the Company engages in any broad-based buyback, repurchase or redemption of or tender offer for any Shares in lieu of, or as a substantial economic equivalent of, an extraordinary dividend or distribution other than in connection with the Cash Distribution, the Company shall afford the Investor the opportunity to participate on the same basis as other holders of Shares.

ARTICLE 8

CONFIDENTIALITY

Section 8.1. Confidentiality . Subject to Sections 3.2(d) , 8.2 and 8.4 , the Investor hereby agrees that it shall keep confidential, and shall not use for its own benefit (except for purposes of monitoring, evaluating, reviewing or otherwise with respect to its investment in the Company (including financial reporting, legal and regulatory compliance and investor communications), the exercise of its rights or performance of its obligations under any Constituent Documents or for the Investor’s financing activities (each, a “ Permitted Use ”)) or disclose to any third Person, without prior approval of the Board (including a majority of the Non-Investor Directors then in office), any non-public information with respect to the Company

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or any of its Subsidiaries or Affiliates (including any Person in which the Company holds, or (to the Investor’s knowledge) contemplates acquiring, an investment) (“ Confidential Information ”) that is in the possession on the date hereof of the Investor or any of its direct or indirect Subsidiaries, controlled Affiliates, or its or their respective Representatives (each, a “ Covered Person ”) or disclosed after the date of this Agreement to the Investor or any Covered Person by or on behalf of the Company or its Subsidiaries or Affiliates (including any director of the Company), provided , that (a) Confidential Information shall not include information that has become generally available to the public, was or has come into the Investor’s or such Covered Person’s possession on a non-confidential basis, without a breach of any direct or indirect confidentiality obligations to the Company by the Person disclosing such information, or has been independently developed by the Investor or any Covered Person, without use of the Confidential Information, (b) Confidential Information may be disclosed to and among the Covered Persons (other than any Person set forth on Schedule 2 hereof), to the extent the Investor believes in good faith that such Covered Person needs to know such Confidential Information in connection with a Permitted Use and provided (i) such Covered Person agrees to keep it confidential on terms consistent with this Section  8.1 and (ii) the Investor shall be responsible for any breach of this Section  8.1 by such Covered Person, (c) after the Investor obtains the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Confidential Information may be disclosed to bona fide potential Transferees of the Investor’s Investor Shares (only to the extent such a Transfer is permitted under Article  7 ) who are subject to an obligation reasonably acceptable to the Company to keep such Confidential Information confidential and provided the Investor shall be responsible for any breach of this Section  8.1 by such Transferees and (d) if disclosure is required by applicable Law or required or requested by any Governmental Body (whether by informal request, summons, subpoena or otherwise and whether or not in connection with any Action), it being agreed that, unless such Confidential Information has been generally available to the public, if such Confidential Information is being requested pursuant to a summons or subpoena or a discovery request in connection with an Action, then, prior to making such disclosure, (x) the Investor or such Covered Person shall give the Company notice of such request and shall cooperate with the Company at the Company’s request and expense so that the Company may, in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the Company after notice), the Investor or such Covered Person (A) shall furnish only that portion of the Confidential Information which, based upon the advice of counsel, is legally required or was requested to be furnished and (B) will exercise its reasonable efforts to obtain adequate assurances that confidential treatment will be accorded such Confidential Information by its recipients.

Section 8.2. Publicity . Subject to Section  8.4 , so long as this Agreement is in effect, neither the Company nor the Investor, nor any of their respective Covered Persons, shall issue or cause the publication of any press release or other public announcement other than as set forth in the Purchase Agreement with respect to the Purchase, this Agreement or the other transactions contemplated hereby without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or Order or by the listing rules of a national securities exchange (including Regulation FD) to issue or cause the publication of any press release or other public announcement with respect to the Purchase, this Agreement or the other transactions contemplated hereby or otherwise with respect to the relationship between the

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Parties, in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such press release or other announcement as far in advance as practicable and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided , however , that the Company shall not be required by this Section  8.2 to provide any such review or comment to the Investor in connection with a Qualified Sale Process and matters related thereto; provided , further , that each Party and their respective Covered Persons may make statements that substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made by the Company and the Investor in compliance with this Section 8.2.

Section 8.3. Information and Inspection Rights .

(a) During the term of this Agreement and subject to Section  3.2(d) , Section  8.1 and the last sentence of Section  8.4 , the Company shall use its reasonable best efforts to provide to the Investor (i) at the Investor’s expense, in a timely manner such information regarding the Company and its Subsidiaries as is reasonably necessary in order for the Investor and its Affiliates to prepare (A) the reports and accounts of the Investor or its Affiliates required under applicable listing rules of a national securities exchange, (B) the reports, accounts, registration statements, prospectuses and other filings of the Investor or its Affiliates filed or otherwise disclosed under any applicable securities Laws and (C) public earnings releases, investor presentations or other similar disclosures related to their financial reporting as determined by the Investor or its Affiliates to be consistent with best practices of public company financial reporting, disclosure or investor communications; and (ii) upon reasonable advance notice by the Investor, information requested by the Investor as is reasonably necessary in order for the Investor or its Affiliates to respond on a timely basis to regulatory or audit requirements under applicable Law or other regulatory or tax requirements.

(b) In furtherance and not in limitation of the Company’s obligations set forth in Section  8.3(a) , and until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall provide the following information to the Investor within the timeframes indicated:

(i) as promptly as practicable and in any event by January 15, 2019, the Company Financial Statements, with respect to which the Company shall provide the Investor with a reasonable opportunity to consult with the Company and its representatives, including its independent accountants, from time to time during the preparation thereof, with respect to the progress of the preparation of such Company Financial Statements.

(ii) monthly, unaudited, internal income reports for the Company prepared in accordance with GAAP as and to the extent prepared for distribution to the Board, within fifteen (15) Business Days of the end of each calendar month (such internal reports shall be in the form presented to the Board from time to time);

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(iii) as soon as practicable and in any event within sixty (60) calendar days of the end of each calendar quarter, an analysis of Capital Securities outstanding (economic and voting interest) at the end of the quarter, including a roll forward (total dollars and shares) of all share-related activity, such as issuances, repurchases and share-based payments, and the weighted average number of shares outstanding used in the calculation of basic and diluted earnings per share for the quarterly and year-to-date periods then ended, in each case prepared in accordance with GAAP;

(iv) quarterly, final income statement, balance sheet and statement of cash flows prepared in accordance with GAAP, including a detail of all non-recurring items on a pre-tax and after-tax basis (as determined by the Company) recorded for the period within sixty (60) calendar days of the end of each calendar quarter, including a roll forward of components of equity attributable to equity holders, as well as components of other comprehensive earnings attributable to equity holders, prepared in accordance with GAAP;

(v) annual audited (in accordance with GAAS) financial statements prepared in accordance with GAAP, as soon as practicable and in any event within seventy-five (75) days following the end of each calendar year (other than such annual audited financial statements for calendar year 2018 which shall be provided by March 25, 2019), for any year in which the Investor is required to present such annual audited financial statements pursuant to Rule 3-09 of Regulation S-X under the Exchange Act;

(vi) prior to the beginning of each fiscal year, the financial plan for such year, any other financial budgets and plans prepared for approval by the Board from time to time (other than such financial plan and other financial budgets and plan prepared for fiscal year 2019 which shall be provided within thirty-five (35) days of the beginning of such fiscal year), and any revisions to such financial budgets and plans, in each case within five (5) Business Days of their approval by the Board with monthly phasing to the extent available;

(vii) notice and a description of any business arrangements between the Company and any of its Subsidiaries on the one hand and the Investor or any of its Affiliates on the other hand, at such times as may reasonably be requested by the Investor in order to comply with any applicable related-party disclosure requirement;

(viii) within twenty-five (25) calendar days of the end of each calendar quarter, a discussion with the Company’s chief financial officer and chief accounting officer (or other persons with similar responsibilities reasonably acceptable to the Investor) regarding updates to the Company’s business and results;

(ix) by January 15, 2019, an opening balance sheet as of the date of this Agreement; and

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(x) such other information as is reasonably requested from time to time by the Investor (it being understood that such other information shall be in the form reasonably determined by Company management to be appropriate in the circumstances taking into account the purpose for which the Investor requires the information) including, without limitation, the information required under Rule 3-05 (financial statements of businesses acquired or to be acquired) and Article 11 (pro forma financial information) of Regulation S-X under the Exchange Act.

(c) Following such time as Antitrust Clearance is obtained and subject to Section  3.2(d) , Section  8.1 and the last sentence of Section  8.4 , the Company shall permit the Investor, at the Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided , however , that the Company shall not be obligated pursuant to this Section  8.3(c) to provide access to any information the Board determines in good faith to be a trade secret or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; provided , further , that the Company shall use its commercially reasonable efforts to cooperate with the Investor to obviate or remove the need to withhold any information to the extent arising from such attorney-client privilege pursuant to the foregoing proviso.

(d) To the extent necessary to permit the Investor to prepare those reports described in Section  8.3(a)(i)(A) and (B)  and until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall (i) cooperate, and use its reasonable best efforts to cause the Company’s Auditors to cooperate, at the Investor’s expense, with the Investor to the extent reasonably requested by the Investor or its Representatives in the preparation by the Investor or its Affiliates of public earnings releases or other press releases and any filings with the SEC or any other Governmental Body that include Company financial information and (ii) use its reasonable best efforts to cause the Company’s Auditors to consent, at the Investor’s expense, to any reference to them as experts in any filings made by the Investor or its Affiliates where such consent is required under applicable Law.

(e) The Company’s obligations pursuant to this Section  8.3 are subject to automatic modification in accordance with the terms of Section  3.1(b) and Section  3.2(a)(i) .

Section 8.4. Public Company Reporting and Disclosure Matters . Notwithstanding anything in this Agreement to the contrary, so long as the Investor or its Affiliates is subject to requirements of any of Section 12(b), Section 12(g) or Section 15(d) of the Exchange Act or any similar disclosure or reporting obligations to its security holders, the Investor or such Affiliate(s) shall be permitted, without complying with the restrictions or procedures set forth in Sections 8.1 or 8.2 , to make filings with the SEC (including exhibits thereto) and issue customary public earnings releases, investor presentations and similar publications and announcements that include, refer to or incorporate by reference the information provided to the Investor pursuant to Section  8.3(a) or Section  8.3(b) (as modified in accordance with the terms of Section  3.1(b) and Section  3.2(a)(i) ), in each case, to the extent the Investor determines in its good faith judgment that such disclosure is required by applicable Law or that failure to make such disclosure would be inconsistent with best practices of public company financial reporting, disclosure or investor

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communications. Notwithstanding the foregoing, during the period two (2) Business Days (or such shorter period during which the Investor becomes aware that a filing or other communication is required in circumstances where such requirement was not reasonably foreseeable at least two (2) Business Days in advance) prior to the filing, furnishing or otherwise making public such information, the Investor shall, to the extent such filings or other communications include Confidential Information regarding the Company, the Investor’s investment in the Company or the e-Vapor Business, provide the Company a meaningful opportunity to review and comment upon such disclosure in the Investor’s filings with the SEC (including exhibits thereto) and customary public earnings releases and similar publications, announcements and investor communications and shall give due consideration to all reasonable additions, deletions or changes suggested thereto.

ARTICLE 9

MISCELLANEOUS

Section 9.1. Term . This Agreement shall terminate at such time as the Investor does not Beneficially Own any Investor Shares. Notwithstanding the foregoing, the provisions of Article  3 , Section  8.1 and all of this Article  9 , respectively, shall survive any such termination in accordance with their terms.

Section 9.2. Further Action . Each of the Parties shall execute and deliver such documents and other papers and take such further actions as may reasonably be required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

Section 9.3. Manner of Payment . All amounts to be paid hereunder shall be paid in U.S. dollars, by wire transfer of immediately available funds, to an account specified by the payee in writing, and the payee shall promptly send a payment confirmation to the payor by fax or e-mail.

Section 9.4. Expenses . Each of the Parties hereto shall pay the fees and expenses incurred by it in connection with the negotiation, preparation, execution and performance of this Agreement, including brokers’ fees, attorneys’ fees and accountants’ fees.

Section 9.5. Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto any right, remedy or claim under or by virtue of this Agreement.

Section 9.6. Governing Law . This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

Section 9.7. Dispute Resolution; Jurisdiction; Specific Performance .

(a) Except for any action for specific performance pursuant to Section  9.7(b) , in the event that a Party believes in good faith that a dispute or claim exists pursuant to this Agreement, or with respect to the subject matter hereof (in each case, a “ Dispute ”), such Party will notify the other Party in writing in a timely manner of such Dispute (a “ Dispute Notice ”), which Dispute Notice shall specify in reasonable detail the nature of the Dispute and the name and contact information of a representative of such Party authorized to negotiate and resolve

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such Dispute, and promptly following a Dispute Notice the other Parties to such Dispute shall appoint a representative authorized to negotiate and resolve such Dispute (each of the foregoing persons is referred to herein as a “ Dispute Representative ”). The Parties to such Dispute shall cause their respective Dispute Representatives to negotiate in good faith and use their reasonable best efforts to resolve the Dispute for a period of no less than thirty (30) days (the “ Negotiation Period ”), which shall include at least one in-person meeting. For the avoidance of doubt, during the Negotiation Period, this Section  9.7(a) is the exclusive means for resolving any Disputes, other than any action for specific performance pursuant to Section  9.7(b) .

(b) Each Party agrees that irreparable damage would occur (for which monetary damages, even if available, would not be an adequate remedy) in the event that any of the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder to perform the actions and consummate the transactions contemplated by this Agreement subject to the conditions specified therein), or were threatened to be not performed, in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement and all such rights and remedies at law or in equity shall be cumulative. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. The Parties further agree that neither Party shall be required to obtain, secure, furnish or post any bond, security or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section  9.7 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, securing, furnishing or posting of any such bond, security or similar instrument. In addition, each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party

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agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each Party hereby consents to the service of process in accordance with Section  9.9 ; provided , however , that nothing herein shall affect the right of either Party to serve legal process in any other manner permitted by Law. The Parties will cooperate to seek confidential treatment to the maximum extent permitted by Law and the applicable court with respect to any dispute or discovery relating to any dispute.

Section 9.8. WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Section 9.9. Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the Party to be notified, (b) upon confirmation of receipt, if sent by electronic mail or facsimile, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) on the date received, if sent by a nationally recognized delivery or courier service; provided , that any notice sent by electronic mail shall expressly provide that it is being given pursuant to this Agreement or the Purchase Agreement, as applicable, to be deemed effectively given hereunder or thereunder. All communications shall be sent to the Parties at the addresses set forth below (or at such other address for a Party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon delivery of notice in respect thereof). Any notice received after 5:30 pm local time on a Business Day, or at any time on a day that is not a Business Day, shall be deemed received on the next Business Day.

(a) If to the Company:

JUUL Labs, Inc.

560 20th Street

San Francisco, CA 94107

Attn: Chief Executive Officer

with a copy of any such notice sent to (which shall not constitute notice):

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Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

and:

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, CA 94304-1115

(b) If to the Investor or Investor Sub:

Altria Group, Inc.

6601 West Broad Street

Richmond, Virginia 23230

Attn: General Counsel

with a copy of any such notice sent to (which shall not constitute notice):

Wachtell, Lipton, Rosen & Katz

51 West 52 ^nd St.

New York, NY 10019

Attention: Andrew J. Nussbaum

        Karessa L. Cain

Section 9.10. Amendment . The terms and provisions of this Agreement may only be amended or modified at any time and from time to time by a writing executed by the Investor and the Company and after obtaining the affirmative vote of at least two-thirds (2/3 ^rd ) or more of the Non-Investor Directors then in office approving such amendment or modification. Any provision hereof may be waived by the waiving Party on such Party’s own behalf, without the consent of any other Party.

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Section 9.11. Successors and Assigns; Investor Change in Ownership . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the Company, with respect to the Investor or Investor Sub, or the Investor, with respect to the Company, except (i) in connection with a Transfer made in accordance with Section  7.1 where the applicable Transferee executes and delivers a joinder to this Agreement and under any Constituent Documents requested by the Non-Investor Directors to make such Person a party hereto and thereto and to assume the obligations of the Investor hereunder and thereunder in accordance with Section  7.6 and (ii) as necessary in connection with an assignment by the Company of its purchase option in whole or in part pursuant to Section  7.4(b) . Any purported assignment in contravention hereof shall be null and void. Notwithstanding the foregoing or anything to contrary in this Agreement, in no event shall any Investor Change in Ownership (including any Investor Change in Control) (i) be deemed to be an assignment or a Transfer or (ii) otherwise affect any Party’s rights or obligations under any Constituent Document in any respect, except, in the case of this clause (ii), to the extent expressly set forth therein. Notwithstanding anything to the contrary in any Constituent Document, no assignment of any Constituent Document shall relieve the Investor, Investor Sub or the Company of any of its obligations set forth therein.

Section 9.12. Binding Effect . Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors.

Section 9.13. No Waiver . No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.14. Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 9.15. Headings . The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 9.16. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

Section 9.17. Entire Agreement . This Agreement (including the Schedules and Exhibits hereto), any joinders, and the documents delivered pursuant to this Agreement and the Purchase Agreement constitute the full and entire understanding and agreement of the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

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Section 9.18. Investor Guarantee . The Investor hereby unconditionally guarantees the performance of all obligations and agreements (including any payment obligations) of Investor Sub and any other Permitted Transferee to whom the Investor Transfers any of its rights under this Agreement and the other Constituent Documents, and the Investor shall cause Investor Sub and any other such Person to perform all of its obligations and agreements (including any payment obligations) under this Agreement and the other Constituent Documents.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.