1. Exercise and Payment of Purchase Price.          (a) The rights represented by this Warrant may be exercised by Holder at any time on or priorto the applicable termination or expiration date, in whole or in part, by delivery to the Companyof a completed Subscription Form in the form attached hereto ten (10) days prior to the intendeddate of exercise and by the surrender of this Warrant (properly endorsed if required) at theprincipal office of the Company and upon payment to it of the Exercise Price as provided inparagraph 1(b) below. The Company agrees that the shares so purchased shall be and aredeemed to be issued to Holder as the record owner of such shares as of the close of business on thedate that is ten (10) days after the date on which this Warrant shall have been surrendered andpayment made for such shares as aforesaid. Subject to the provisions of paragraph 2,certificates for the shares of Common Stock so purchased shall be delivered to Holder within areasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shallhave been so exercised, and, unless this Warrant has expired or all of the rights to receive sharesof Common Stock under this Warrant have been exercised, a new Warrant representing the number ofshares of Common Stock with respect to which this Warrant shall not then have been exercised shallalso be delivered to Holder within such time. The issuance of certificates for shares of CommonStock upon exercise of this Warrant shall be made without charge to the Holder for any issuance taxin respect thereof or other cost incurred by the Company in connection with such exercise and therelated issuance of shares of Common Stock.          (b) The warrant purchase price (subject to adjustment as noted below) shall be $0.001 pershare, payable by delivery of any of the following (1) a check payable to the Company in an amountequal to the product of the warrant purchase price per share multiplied by the number of shares ofCommon Stock being purchased upon such exercise (the “Exercise Price”), (2) the surrenderto the Company of equity securities of the Company having a Fair Market Value equal to the ExercisePrice of the Common Stock being purchased upon such exercise, (3) a written notice to the Companythat Holder is exercising this Warrant (or a portion thereof) by reducing the outstanding principalbalance of any debt instrument of the Company and/or any of its Subsidiaries held by Holder by anamount equal to the Exercise Price of the Common Stock being purchased upon such exercise, (4) awritten notice to the Company that Holder is exercising this Warrant (or a portion thereof) byauthorizing the Company to withhold from issuance a number of shares of Common Stock issuable uponsuch exercise of this Warrant which when multiplied by the Fair Market Value of such Common Stockis equal to the Exercise Price (and such withheld shares shall no longer be issuable under suchWarrant) or (5) any combination of the foregoing.          (c) As a condition to the exercise of this Warrant, the Holder shall execute and deliver tothe Company a Joinder Agreement whereby the Holder agrees to join as a “Stockholder” party and bebound by the terms and conditions of the Company’s Fifth Amended and Restated Stockholders’Agreement dated as of September 22, 2010, as amended from time to time (the “StockholdersAgreement”). The foregoing shall be inapplicable in the event that the Stockholders Agreementhas been terminated in accordance with the terms thereof, or if such Stockholders Agreement isamended to uniquely and adversely affect the rights of the Holders of the Warrants.
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     2. Compliance with Transfer Restrictions. Notwithstanding the foregoing paragraph1, the Company shall not be required to deliver any certificate for shares of Common Stock uponexercise of this Warrant except in accordance with the provisions, and subject to the limitations,of paragraph 7 hereof and the legends in paragraph 6 and on the first page hereof.     3. Covenants. The Company covenants and agrees as follows:          (a) All shares of Common Stock which may be issued upon the exercise of the rights representedby this Warrant will, upon issuance, be duly authorized and validly issued, fully paid andnonassessable.          (b) During the period within which the rights represented by this Warrant may be exercised,the Company will at all times have authorized, and reserved for the purpose of issue or transferupon exercise of the subscription rights evidenced by this Warrant, a sufficient number of sharesof its Common Stock to provide for the exercise of the rights represented by this Warrant.          (c) The Company shall not close its books against the transfer of this Warrant or of anyshares of Common Stock issuable upon exercise of this Warrant in any manner which interferes withthe timely exercise of this Warrant in accordance with the express terms hereof. The Company shallfrom time to time take all such action as may be necessary to assure that the par value per shareof the Common Stock issuable upon exercise of this Warrant is at all times equal to or less thanthe warrant purchase price then in effect.          (d) The Company shall assist and cooperate with Holder in making any required governmentalfilings or obtaining any required governmental approvals prior to or in connection with anyexercise of this Warrant (including, without limitation, making any filings required to be made bythe Company).          (e) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrantis to be made in connection with a registered public offering, the exercise of all or any portionof this Warrant may, at the election of Holder and upon written notice to the Company of suchelection, be conditioned upon the consummation of the public offering, in which case such exerciseshall not be deemed to be effective unless and until the consummation of such transaction occurs,so long as such exercise occurs on or prior to the applicable termination or expiration date.     4. Adjustments to Warrant Purchase Price and Number of Shares. The above provisionsare subject to the following:          (a) The warrant purchase price shall, from and after the date of issuance of this Warrant, besubject to adjustment from time to time as hereinafter provided. Upon each adjustment of thewarrant purchase price, the holder of this Warrant shall thereafter be entitled to purchase, at thewarrant purchase price resulting from such adjustment, the number of shares of Common Stockobtained by multiplying the warrant purchase price in effect immediately prior to such adjustmentby the number of shares of Common Stock purchasable pursuant hereto immediately prior to suchadjustment and dividing the product thereof by the warrant purchase price resulting from suchadjustment.
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          (b) If the Company declares or pays a dividend upon the Common Stock, then the followingprovisions shall apply:               (i) If such dividend is payable in Common Stock (other than a dividend declared toeffect a subdivision of the outstanding shares of Common Stock, as described in paragraph(c) below), any Convertible Securities, or in any rights or options to purchase any CommonStock or Convertible Securities, then the Holder of this Warrant upon exercise hereof willbe entitled to receive the number of shares of Common Stock, Convertible Securities, orother rights or options to purchase any Common Stock or Convertible Securities, asapplicable, to which the Holder would be entitled upon such exercise, and in addition andwithout further payment therefor, such number of shares of Common Stock, ConvertibleSecurities, or other rights or options to purchase any Common Stock or ConvertibleSecurities, as applicable, such that upon exercise hereof, the Holder would receive suchnumber of shares of Common Stock, Convertible Securities, or other rights or options topurchase any Common Stock or Convertible Securities, as applicable, as a result of eachdividend described above.               (ii) If such dividend is payable otherwise than in cash out of earnings or earnedsurplus (determined in accordance with GAAP), except for a stock dividend payable in sharesof Common Stock as provided above (a “Liquidating Dividend”), then the Company shallpay to the Holder of this Warrant at the time of payment thereof the Liquidating Dividendwhich would have been paid to such Holder on the Common Stock issuable upon exercise of thisWarrant had the Warrants been fully exercised immediately prior to the date on which arecord is taken for such Liquidating Dividend, or, if no record is taken, the date as ofwhich the record holders of Common Stock entitled to such dividends are to be determined.               (ii) If such dividend is payable in cash out of earnings or earned surplus (determinedin accordance with GAAP) (a “Dividend”), then (A) such Dividend shall be allocatedproportionately to the holders of outstanding Common Stock and holders of all Warrants asthough all Warrants (and, to the extent required by the terms thereof, any other warrants,options, Convertible Securities or other rights to acquire shares of Common Stock) had beenfully exercised immediately prior to the date on which a record was taken for such Dividend,or, if no record was taken, the date as of which the record holders of Common Stock entitledto such dividends were determined, (B) the amount allocable to the Warrants shall bedeposited by the Company in a separate interest-bearing account concurrently with thepayment of such Dividend to the holders of Common Stock and (C) promptly after the exerciseof this Warrant, the amount allocable to the Common Stock obtained by the Holder upon suchexercise, plus all accrued interest thereon, shall be paid to the Holder.          (c) In case the Company shall at any time subdivide its outstanding shares of Common Stockinto a greater number of shares, the warrant purchase price in effect immediately prior to suchsubdivision shall be proportionately reduced, and conversely, in case the outstanding shares ofCommon Stock of the Company shall be combined into a smaller number of shares, the warrant purchaseprice in effect immediately prior to such combination shall be proportionately increased.
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          (d) If any capital reorganization or reclassification of the capital stock of the Company, orconsolidation or merger of the Company with another corporation or other entity, or the sale of allor substantially all of its assets to another corporation or other entity shall be effected in sucha way that holders of Common Stock shall be entitled to receive stock, securities or assets withrespect to or in exchange for Common Stock, then, as a condition of such reorganization,reclassification, consolidation, merger or sale, lawful and adequate provision shall be madewhereby the Holder shall thereafter have the right to purchase and receive, upon the basis and uponthe terms and conditions specified in this Warrant (and in lieu of the shares of Common Stockpurchasable upon the exercise of this Warrant), an amount of shares of stock, securities or assetsas may be issued or payable with respect to or in exchange for such Common Stock that are equal tothe number of shares of such stock immediately purchasable and receivable upon exercise of thisWarrant had such reorganization, reclassification, consolidation, merger or sale not taken place.In any such case, appropriate provision shall be made with respect to the rights and interests ofthe Holder of this Warrant to the end that the provisions hereof (including without limitationprovisions for adjustments of the warrant purchase price and of the number of shares of CommonStock purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly asmay be possible, in relation to any shares of stock, securities or assets thereafter deliverableupon the exercise hereof. The Company shall not effect any such consolidation, merger or sale,unless prior to the consummation thereof the successor corporation or other entity (if other thanthe Company) resulting from such consolidation or merger or the corporation or other entitypurchasing such assets shall assume, by written instrument executed and mailed to the Holder ofthis Warrant at the last address of such Holder appearing on the books of the Company, theobligation to deliver to such Holder such shares of stock, securities or assets as, in accordancewith the foregoing provisions, such Holder may be entitled to purchase. Notwithstanding anything tothe contrary herein, if any consolidation or merger of the Company with another corporation orother entity, or the sale of all or substantially all of its assets to another corporation or otherentity, shall be effected in such a way that all holders of Common Stock shall be entitled toreceive shares of stock, securities, cash or assets with respect to or in exchange for CommonStock, then at its election the Company may provide the Holder of this Warrant with written noticeof such proposed transaction, in reasonable detail, no less than ten (10) days prior to theconsummation thereof, and, upon the Holder receiving an amount of shares of stock, securities, cashor assets that may be payable with respect to or in exchange for such Common Stock that is equal tothe number of shares of such stock immediately purchasable and receivable upon the exercise of thisWarrant had such consolidation, merger or sale not taken place less an amount of such considerationpayable in the proposed transaction with a Fair Market Value equal to the aggregate Exercise Price,this Warrant shall terminate.          (e) Upon any adjustment of the warrant purchase price, then and in each such case the Companyshall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder ofthis Warrant at the address of such Holder as shown on the books of the Company, which notice shallstate the warrant purchase price resulting from such adjustment and the increase or decrease, ifany, in the number of shares of Common Stock purchasable at such price upon the exercise of thisWarrant, setting forth in reasonable detail the method of calculation and the facts upon which suchcalculation is based.
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          (f) In case any time:               (i) the Company shall declare any cash dividend on its Common Stock;               (ii) the Company shall pay any dividend payable in stock upon its Common Stock or makeany distribution (other than regular cash dividends) to the holders of its Common Stock;               (iii) the Company shall offer for subscription pro rata to the holders of its CommonStock any additional shares of stock of any class or other rights;               (iv) there shall be any capital reorganization, or reclassification of the capitalstock of the Company, or consolidation or merger of the Company with, or sale of all orsubstantially all of its assets to, another corporation or other entity; or               (v) there shall be a voluntary or involuntary dissolution, liquidation or winding up ofthe Company;then, in any one or more of said cases, the Company shall give written notice, by first-class mail,postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown onthe books of the Company, of the date on which (A) the books of the Company shall close or a recordshall be taken for such dividend, distribution or subscription rights, or (B) such reorganization,reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall takeplace, as the case may be. Such notice shall also specify the date as of which the holders ofCommon Stock of record shall participate in such dividend, distribution or subscription rights, orshall be entitled to exchange their Common Stock for securities or other property deliverable uponsuch reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation orwinding up, as the case may be. Such written notice shall be given at least ten (10) days prior tothe action in question and not less than ten (10) days prior to the record date or the date onwhich the Company’s transfer books are closed in respect thereto.          (g) If any event occurs as to which in the opinion of the Board of Directors of the Companythe other provisions of this paragraph 4 are not strictly applicable or if strictlyapplicable would not fairly protect the purchase rights of the Holder of this Warrant or of CommonStock issuable upon exercise of this Warrant in accordance with the essential intent and principlesof such provisions, then the Board of Directors shall make an adjustment in the application of suchprovisions, in accordance with such essential intent and principles, so as to protect such purchaserights as aforesaid.          (h) No fractional shares of Common Stock shall be issued upon the exercise of this Warrant,but, instead of any fraction of a share which would otherwise be issuable, the Company shall pay acash adjustment (which may be effected as a reduction of the amount to be paid by the Holder hereofupon such exercise) in respect of such fraction in an amount equal to the same fraction of the FairMarket Value per share of Common Stock as of the close of business on the date of the notice ofexercise required by paragraph 1 above.
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     5. Voting Rights. This Warrant shall not entitle the Holder hereof to any votingrights or, except as expressly provided herein, other rights as a stockholder of the Company.     6. Limitations on Transfer.          (a) The Holder, by acceptance hereof, agrees that this Warrant shall not be transferableexcept to an Affiliate of the Holder or with the Company’s prior written consent (not to beunreasonably withheld.) In the event of a permitted transfer, the Holder agrees to give writtennotice to the Company before transferring this Warrant or any Warrant Stock and to comply with thelegend at the top hereof (the “Legend”). Upon receipt by the Company of such notice andsatisfaction of the requirements of the Legend, such Holder shall be entitled to transfer thisWarrant, or to exercise this Warrant in accordance with its terms and dispose of the shares ofCommon Stock received upon such exercise or to dispose of shares of Common Stock received upon theprevious exercise of the Warrant, all in accordance with the terms of hereof.          (b) All certificates representing shares of Common Stock issued upon exercise of this Warrantshall be endorsed with the following legend:     **“The securities represented by this certificate have not been registered under thesecurities act of 1933 or applicable state laws and may not be sold, transferred, assigned,offered, pledged or otherwise distributed for value unless there is an effectiveregistration statement under such act and/or such laws covering such securities or thecompany, upon its request, receives an opinion of counsel for the holder of this certificatestating that such sale, transfer, assignment, offer, pledge or other distribution for valueis exempt from the registration and prospectus delivery requirements of such Act andapplicable state laws.”**          (c) The restrictions imposed by the Legend and by the legend referred to in paragraph6(b) shall cease and terminate as provided in Section 9.19(F) of the PurchaseAgreement.     7. Warrant Transferable. Subject to the provisions of Section 9.19 of thePurchase Agreement and paragraph 6 hereof, this Warrant and all rights hereunder aretransferable, in whole or in part, at the principal office of the Company by the Holder hereof inperson or by duly authorized attorney, upon surrender of this Warrant properly endorsed. EachHolder of this Warrant, by holding the same, consents and agrees that the registered holder of thisWarrant may be treated by the Company and all other Persons dealing with this Warrant as theabsolute owner thereof for any purpose and as the Person entitled to exercise the rightsrepresented by this Warrant, or to the transfer thereof on the books of the Company, any notice tothe contrary notwithstanding.     8. Registration Rights Agreement. Contemporaneously with the issuance to Purchaser ofthis Warrant, the Purchaser and the Company shall execute and deliver a joinder to, and be bound byand entitled to the benefits of, the Registration Rights Agreement.     9. Exchange of Warrant. This Warrant is exchangeable, upon the surrender thereof atthe principal office of the Company, for new Warrants of like tenor representing in the
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aggregate the right to subscribe for and purchase the number of shares of Common Stock whichmay be subscribed for and purchased hereunder, each of such new Warrants to represent the right tosubscribe for and purchase such number of shares of Common Stock as shall be designated by theHolder hereof at the time of such surrender.     10. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to theCompany (an affidavit of Holder shall be satisfactory) of the ownership and the loss, theft,destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction,upon receipt of indemnity reasonably satisfactory to the Company (provided that if Holder is aPurchaser or qualifies as an “accredited investor” under the Securities Act, its own agreementregarding indemnity shall be satisfactory), or, in the case of any such mutilation upon surrenderof this Warrant, the Company shall (at its expense) execute and deliver, in lieu thereof, a newWarrant of like kind representing the same rights represented by such lost, stolen, destroyed ormutilated Warrant and dated the date of such lost, stolen, destroyed or mutilated Warrant.     11. Certain Definitions. The following terms have the respective meanings set forthbelow:          “Average Market Value” means the average of the Closing Price for the security inquestion for the thirty (30) trading days immediately preceding the date of determination.          “Closing Price” means               (a) If the primary market for the security in question is a securities exchange orother market or quotation system in which last sale transactions are reported on acontemporaneous basis, then the last reported sales price, regular way, of such security forsuch day, or, if there has not been a sale on such trading day, then the highest closing orlast bid quotation therefor on such trading day (excluding, in any case, any price that isnot the result of bona fide arm’s length trading); or               (b) If the primary market for such security is not a securities exchange or othermarket or quotation system in which last sale transactions are contemporaneously reported,then the highest closing or last bona fide bid or asked quotation by disinterested Personsin the over-the-counter market on such trading day as reported by such generally acceptedsource of publicly reported bid quotations as the Holder designates.          “Common Stock” shall mean and include the Company’s Common Stock, par value $.001 pershare, and shall also include, in the case of any reclassification of the outstanding sharesthereof, the stock, securities or assets provided for in paragraph 4(d) above.          “Convertible Securities” means obligations or any shares of stock of the Company whichare convertible into or exchangeable for Common Stock.          “Exchange Act” means the Securities Exchange Act of 1934, as the same may be amendedfrom time to time.          “Exercise Price” shall have the meaning ascribed thereto in paragraph 1(b).
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          “Fair Market Value” means:               (a) As to securities regularly traded in the organized securities markets, the AverageMarket Value; and               (b) As to all securities not regularly traded in the securities markets and all otherproperty, the fair market value of such securities or property as determined in good faithby the Board of Directors of the Company at the time the rights represented by this Warranthave been exercised in accordance herewith or at the time such Board authorizes thetransaction requiring a determination of Fair Market Value under this Warrant, as the casemay be.          “Securities Act” means the Securities Act of 1933, as the same may be amended fromtime to time.     12. Choice of Law. All questions concerning this Warrant will be governed by andconstrued in accordance with the internal laws of the State of New York, without reference toprinciples of conflicts of law other than Sections 5-1401 and 5-1402 of the New York GeneralObligations Law.     13. Headings. Section and subsection headings are included herein for convenience ofreference only and shall not constitute a part of this Warrant for any other purposes or be givensubstantive effect.     14. Severability. The invalidity, illegality, or unenforceability in any jurisdictionof any provision under this Warrant shall not affect or impair the remaining provisions of thisWarrant or render any such provision invalid, illegal or unenforceable in any other jurisdiction.*[Remainder of Page Intentionally Left Blank]*
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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorizedofficer and this Warrant to be dated as of ________________.      ASPEN AEROGELS, INC.