**2. ****Exercise of Warrant; Payment of Taxes****.**          **2.1****Exercise of Warrant****.**The purchase rights represented by this Warrant may beexercised by the Warrantholder, in whole or in part and from time to time, by the surrender of thisWarrant (with a duly executed notice of exercise form, the “Exercise Form”, in the form attachedhereto as Exhibit A) at the principal office of the Company and by the payment to theCompany of an amount equal to the then applicable Exercise Price per share multiplied by the numberof Shares then being purchased. If the Warrantholder is not already a party thereto, theWarrantholder shall also execute, upon request from the Company, a joinder agreement to theStockholder’s Agreement, as amended and restated, such joinder agreement to be in form andsubstance mutually agreeable to both Warrantholder and Company. The Warrantholder shall be deemedto have become the holder(s) of record of, and shall be treated for all purposes as the recordholder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued)immediately prior to the close of business on the date or dates upon which this Warrant isexercised.          **2.2****Non-Cash Exercise****.**(a) In lieu of payment in cash, the rights represented by this Warrant may also be exercisedat any time by a written notice of exercise in the form of Exhibit A attachedhereto, providing for the non-cash exercise of this Warrant for the Shares equal to thevalue (as determined below) of this Warrant (or the portion thereof being exercised),specifying that this non-cash exercise election has been made, and the net number of Sharesto be issued after giving effect to such non-cash exercise. In the event the Warrantholdermakes such election, Company shall issue to the holder a number of shares computed using thefollowing formula:     X = Y(A-B)    AWhere:X = the number of Shares to be issued to the holderY = the number of Shares purchasable under the Warrant or, if only a portion of the Warrantis being exercised, the portion of the Warrant being exercised (as of the date of suchnon-cash exercise)A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cashexercise)B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cashexercise)     (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of theCompany’s Common Stock shall be equal to either (i) if the exercise of this Warrant occurs inconnection with an initial public offering of the Company, then the Fair Market Value shall beequal to the “initial price to public” specified in the final prospectus with respect to theinitial public offering, or (ii) if the exercise of this Warrant occurs after an initial publicoffering of the Company but not in connection therewith, then the Fair Market Value shall be equalto the average of the closing price(s) of the Company’s Common Stock as quoted over the counter oron any exchange on which the Common Stock is listed as such closing prices are published in TheWall Street Journal for the fifteen trading days (or such
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lesser number of trading days as the stock may have been actually trading) ending on the dayprior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if theWarrant is exercised in connection with a merger or sale of all or substantially all of theCompany’s assets, Fair Market Value shall mean the value that would have been allocable to orreceived in respect of a Warrant Share had the Warrant been exercised prior to such merger or sale.If the Common Stock is not traded Over The Counter or on an exchange, or if the Warrant is notexercised in connection with a merger or sale of all or substantially all of its assets, then theFair Market Value shall be determined in good faith by the Company’s board of directors. If theholder hereof does not agree with the determination of Fair Market Value as determined by theCompany’s board of directors, the Company and the holder hereof shall negotiate an appropriate FairMarket Value. If after ten (10) days, the Company and the holder cannot agree, then the holder mayrequest that the Fair Market Value be determined by an investment banker of national reputationselected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses ofsuch investment banker shall be borne by the Company unless the Fair Market Value determined bysuch investment banker is equal to or less that the Fair Market Value as determined by the Company,in which event the fees and expenses of such investment banker shall be borne by the holder hereof.          **2.3****Automatic Exercise.** Immediately before the expiration or termination of thisWarrant, to the extent this Warrant is not previously exercised, and if the Fair Market Value ofone share of the Company’s Common Stock subject to this Warrant is greater than the Exercise Price,then in effect as adjusted pursuant to this Warrant, this Warrant shall be deemed automaticallyexercised pursuant to Section 2.2 above, even if not surrendered. For purposes of such automaticexercise, the Fair Market Value of the Company’s Common Stock upon such expiration shall bedetermined pursuant to Section 2.2 (b) above. To the extent this Warrant or any portion thereof isdeemed automatically exercised pursuant to this Section, the Company agrees to promptly notify theWarrantholder of the number of Shares, if any, the holder hereof is to receive by reason of suchautomatic exercise.          **2.4****Exercise in Connection with an Initial Public Offering, Sale or Merger****.**Notwithstanding any other provision hereof, if the exercise of all or any portion of this Warrantis made or to be made in connection with the occurrence of a public offering, sale or merger of theCompany, the exercise of all or any portion of this Warrant shall, at the election of theWarrantholder, be conditioned upon the consummation of the public offering, sale or merger of theCompany in which case such exercise shall not be deemed to be effective until the consummation ofsuch transaction. In the event that transaction is not consummated within 45 days of the targeteddate of the transaction, any such exercise shall, at the election of the Warrantholder, be deemedrescinded.               **2.5****Warrant Shares Certificate****.**A stock certificate for the Warrant Sharesspecified in the Exercise Form shall be delivered to the Warrantholder within five (5) BusinessDays after receipt of the Exercise Form by the Company and payment by the Warrantholder of theaggregate Exercise Price (or non-cash exercise in lieu of payment as permitted in Section 2.2),along with a check from the Company in lieu of any fractional shares which the Warrantholder wouldbe entitled to purchase under this Warrant. If this Warrant was exercised in part, the Companyshall, at the time of delivery of the stock certificate, deliver to the Warrantholder a new Warrantevidencing the right to purchase the remaining Warrant Shares, which new Warrant shall in all otherrespects be identical with this Warrant.               **2.6****Payment of Taxes****.**The Company shall pay all expenses, taxes and othergovernmental charges with respect to the issue or delivery of the Warrant Shares, unless such taxor charge is imposed by law upon the Warrantholder.
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          **3. ****Restrictions on Transfer; Restrictive Legends****.**               **3.1****Restrictions on Transfer****.**This Warrant and the Warrant Shares issuable uponexercise of all or part of this Warrant are unregistered securities that are subject to therestrictions on transfer imposed by the Securities Act and applicable state securities laws and maynot be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to anyPerson other than in accordance with the Securities Act and applicable state securities laws. TheWarrant Shares issuable upon exercise of all or part of this Warrant are also subject to additionalrestrictions on transfer set forth in the Stockholders Agreement and may not be offered, sold,transferred, pledged or otherwise disposed of, in whole or in part, to any Person other than inaccordance with the Stockholders Agreement.               **3.2****Restrictive Legends****.**Until such time as the restrictions on transfer imposedon this Warrant by the Securities Act and applicable state securities laws shall no longer beeffective, this Warrant, any Warrant issued to the Warrantholder upon the partial exercise of thisWarrant pursuant to Section 2, and any Warrant issued to the Warrantholder in substitutionfor this Warrant pursuant to Section 7 shall be stamped or otherwise imprinted with alegend in substantially the form as set forth on the cover of this Warrant. Until such time as therestrictions on transfer imposed on the Warrant Shares by the Securities Act, applicable statesecurities laws and the Stockholders Agreement shall no longer be effective, each stock certificatefor Warrant Shares and each stock certificate issued upon the direct or indirect transfer of anysuch Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the formprovided in the Stockholders’ Agreement. Upon the termination of such restrictions on transfer,the Warrantholder may require the Company to issue a Warrant or a stock certificate for WarrantShares, in each case without a legend, if and to the extent permitted by, and in accordance with,the Stockholders Agreement and applicable law.          **4. ****Reservation and Registration of Shares****.**The Company covenants and agrees asfollows:               **4.1****Validly Issued and Free of Encumbrances****.**All Warrant Shares issued upon theexercise of all or any part of this Warrant shall, upon issuance and payment of the Exercise Pricetherefore (or upon non-cash exercise as permitted herein), be validly issued, fully paid andnonassessable, issued in compliance with all applicable federal and state securities laws, and freefrom all taxes, liens and charges with respect to the issue thereof, and not subject to anypreemptive rights.               **4.2****Sufficient Authorized Shares****.**During the period within which the rightsrepresented by this Warrant may be exercised, the Company shall at all times have authorized andreserved, for the purpose of issuance of Common Stock upon any exercise of the purchase rightsevidenced by this Warrant, and shall keep available free from preemptive rights, a sufficientnumber of shares of its Common Stock to provide for the exercise of the rights represented by thisWarrant.               **4.3****Noncontravention****.**The Company shall not, by amendment of its Certificate ofIncorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger,dissolution, issue or sale of securities or any other action or inaction, avoid or seek to avoidthe observance or performance of any of the terms of this Warrant to be observed or performedhereunder, and shall at all times in good faith assist in performing, carrying out, and givingeffect to the terms hereof and in the taking of all such actions as may be necessary or appropriatein order to protect the rights of the Warrantholder against dilution or other impairment.
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          **5. ****Anti-Dilution Adjustments****.**From and after the date hereof and until theExpiration Date, notwithstanding the fact that no Warrant Shares shall be issued and outstanding,the Exercise Price, and the number and type of Warrant Shares or other securities to be receivedupon exercise of the Warrant, shall be subject to adjustment as follows:               **5.1****Dividend, Subdivision, Combination or Reclassification of Common Stock****.**Ifthe Company shall, at any time or from time to time, prior to exercise in full of this Warrant: (a)pay a dividend or otherwise make a distribution on the outstanding shares of Common Stock payablein Capital Stock; (b) subdivide the outstanding shares of Common Stock into a larger number ofshares; (c) combine the outstanding shares of Common Stock into a smaller number of shares; or (d)issue any shares of its Capital Stock in a reclassification of the Common Stock (other than anysuch event for which an adjustment is made pursuant to another clause of this Section 5),then, and in each such case, the Exercise Price and the number of Warrant Shares exercisablehereunder in effect immediately prior to such event shall be adjusted (and any other appropriateactions shall be taken by the Company) so that the Warrantholder shall thereafter be entitled toreceive, upon the exercise of the unexercised portion of this Warrant, the number of shares ofCommon Stock or other securities of the Company that such Warrantholder would have owned or wouldhave been entitled to receive upon or by reason of any of the events described above, had thisWarrant been exercised immediately prior to the occurrence of such event. An adjustment madepursuant to this Section 5.1 shall become effective retroactively: (x) in the case of anysuch dividend or distribution, to a date immediately following the close of business on the recorddate for the determination of holders of Common Stock entitled to receive such dividend ordistribution; or (y) in the case of any such subdivision, combination or reclassification, to theclose of business on the day upon which such corporate action becomes effective.               **5.2****Issuance of Common Stock or Common Stock Equivalents below Exercise Price****.**Ifthe Company shall, at any time or from time to time, prior to exercise in full of this Warrant,issue or sell any shares of Common Stock or Common Stock Equivalents at a “New Issue Price” (asdefined below) per share of Common Stock or Common Stock Equivalent that is less than the ExercisePrice then in effect as of the record date or Issue Date referred to in the following sentence, asthe case may be (the **“Relevant Date”**), other than issuances of Excluded Stock, then, and in eachsuch case, the Exercise Price then in effect shall be adjusted by multiplying the Exercise Price ineffect immediately prior to the Relevant Date by a fraction:               **(a)**the numerator of which shall be the sum of the number of shares of Common Stockoutstanding on the Relevant Date (assuming conversion or exercise of all Common StockEquivalents into Common Stock) *plus*(i) in the case of Common Stock, the number of shares ofCommon Stock which the aggregate consideration received by the Company for the total numberof such additional shares of Common Stock so issued would purchase at the Exercise Price onthe Relevant Date, or (ii) in the case of Common Stock Equivalents, the number of shares ofCommon Stock which the aggregate amount of the consideration paid for, or the aggregateexercise price of, such Common Stock Equivalents, *plus*any additional consideration payableupon conversion, exchange or exercise of such Common Stock Equivalents, would purchase atthe Exercise Price on the Relevant Date; and               **(b)**the denominator of which shall be the sum of (i) the number of shares of CommonStock outstanding on the Relevant Date (assuming conversion or exercise of all Common StockEquivalents into Common Stock) *plus*(ii) the number of additional shares of Common Stockissued or to be issued or, in the case of Common Stock Equivalents, the maximum number ofshares of Common Stock into which such Common Stock Equivalents initially may convert,exchange or be exercised.
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                    Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalentsare issued, and shall become effective retroactively, in the case of an issuance to thestockholders of the Company, as such, to a date immediately following the close of business on therecord date for the determination of stockholders entitled to receive such shares of Common Stockor Common Stock Equivalents, and, in all other cases, on the date of such issuance (the **“IssueDate”**); *provided*, *however*, that the determination as to whether an adjustment is required to bemade pursuant to this Section 5.2 shall only be made upon the issuance of such shares ofCommon Stock or Common Stock Equivalents, and not upon the issuance of any security into which theCommon Stock Equivalents convert, exchange or may be exercised. For purposes of this Section5.2, the **“New Issue Price”**of any shares of Common Stock shall be equal to the price per sharereceived by the Company upon the consummation of such sale and the **“New Issue Price”**of any CommonStock Equivalents shall be equal to (x) the sum of (A) the price for such Common Stock Equivalent*plus*(B) any additional consideration payable (without regard to any anti-dilution adjustments)upon the conversion, exchange or exercise of such Common Stock Equivalent, *divided by*(y) thenumber of shares of Common Stock initially underlying such Common Stock Equivalent.               **5.3****Certain Distributions****.**If the Company shall, at any time or from time totime, prior to exercise in full of this Warrant, distribute to all holders of shares of the CommonStock (including any such distribution made in connection with a merger or consolidation in whichthe Company is the resulting or surviving Person and the Common Stock is not changed or exchanged)cash, evidences of indebtedness of the Company or another issuer, securities of the Company oranother issuer or other assets or rights or warrants to subscribe for or purchase securities of theCompany (excluding those distributions in respect of which an adjustment in the Exercise Price ismade pursuant to another paragraph of this Section 5), then, and in each such case:               **(a)**the Exercise Price then in effect shall be adjusted (and any other appropriateactions shall be taken by the Company) by multiplying the Exercise Price in effectimmediately prior to the date of such distribution by a fraction, (i) the numerator of whichshall be the Current Market Price of the Common Stock immediately prior to the date ofdistribution less the then fair market value (as determined by the Board of Directors in theexercise of their fiduciary duties) of the portion of the cash, evidences of indebtedness,securities or other assets so distributed or of such rights or warrants applicable to oneshare of Common stock, and (ii) the denominator of which shall be the Current Market Priceof the Common Stock immediately prior to the date of distribution (but such fraction shallnot be greater than one); *provided*, *however*, that no adjustment shall be made upon suchdistribution pursuant to this Section 5.3(a) if an adjustment is made upon suchdistribution pursuant to Section 6; and               **(b)**the number of Warrant Shares for which this Warrant is exercisable immediatelyprior to such distribution shall be adjusted (and any other appropriate actions shall betaken by the Company) by multiplying the then-current number of Warrant Shares in effectimmediately prior to the date of such distribution by a fraction, (i) the numerator of whichshall be the Exercise Price in effect immediately prior to immediately prior to the date ofdistribution, and (ii) the denominator of which shall be the adjusted Exercise Price asdetermined pursuant to clause (a) of this Section 5.3 (but such fractionshall not be less than one); *provided*, *however*, that no adjustment shall be made upon suchdistribution pursuant to this Section 5.3(b) if an adjustment is made upon suchdistribution pursuant to Section 6.               Such adjustments shall be made whenever any such distribution is made and shall becomeeffective retroactively to a date immediately following the close of business on the record datefor the determination of stockholders entitled to receive such distribution.
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               **5.4****Other Changes****.**INTENTIONALLY DELETED               **5.5****De Minimus Adjustments****.**Notwithstanding anything herein to the contrary, noadjustment under this Section 5 need be made to the Exercise Price and the number ofWarrant Shares unless such adjustment would require an increase or decrease of at least one percent(1%) of the Exercise Price then in effect. Any lesser adjustment shall be carried forward andshall be made at the time of and together with the next subsequent adjustment which, together withany adjustment or adjustments so carried forward, shall amount to an increase or decrease of atleast one percent (1%) of such Exercise Price. Any adjustment to the Exercise Price and the numberof Warrant Shares carried forward and not theretofore made shall be made immediately prior to theexercise of this Warrant.               **5.6****Notice of Adjustment under Section 5****.**The Company shall, no later than twenty(20) Business Days prior to the occurrence of any event that would result in an adjustment pursuantto this Section 5, provide the Warrantholder with a written notice describing such event inreasonable detail and setting forth the Exercise Price and number of Warrant Shares, as adjusted asa result of such event.               **5.7****Reclassification, Reorganization, Change or Conversion.** In case of anyreclassification, reorganization, change or conversion of securities of the class issuable uponexercise of this Warrant (other than a change in par value, or from par value to no par value, orfrom no par value to par value, or as a result of a subdivision or combination), then in any ofthese events, the Company shall execute a replacement warrant (a “New Warrant”), in form andsubstance reasonably satisfactory to the holder of this Warrant, upon the exercise of which (and ata total purchase price under the New Warrant not to exceed that payable upon the exercise in fullof this Warrant) the holder of the New Warrant shall receive, in lieu of each Share receivable uponthe exercise of this Warrant, the same kind and amount of shares of stock, other securities, moneyand property receivable by a holder of one share of Common Stock upon such reclassification,reorganization, change or conversion. Such New Warrant shall provide for adjustments that shall beas nearly equivalent as may be practicable to the adjustments provided for in this Section 5. Theprovisions of this section 5.7 shall similarly apply to successive reclassifications,reorganizations, changes, or conversions.               Whenever the Exercise Price shall be adjusted pursuant to the provisions of this Warrant, theCompany shall within ten (10) days of such adjustment deliver a certificate signed on behalf of theCompany by its chief financial officer to the Warrantholder setting forth, in reasonable detail,the event requiring the adjustment, the amount of the adjustment, the method by which suchadjustment was calculated, and the Exercise Price after giving effect to such adjustment.          **6. ****Intentionally Deleted****.**          **7. ****Exercise or Termination upon Corporate Event****.**The Company shall, no later thantwenty (20) Business Days prior to the anticipated consummation date of any Corporate Event,provide the Warrantholder with a written notice describing such Corporate Event in reasonabledetail and setting forth the consideration (i.e., securities, cash and other property) receivablefor each share of Common Stock pursuant to such Corporate Event. If the aggregate Exercise Price,as of such consummation date, is equal to or greater than the aggregate value of the securities,cash and other property that would have been received in connection with Corporate Event by aholder of the number of shares of Common Stock for which this Warrant was exercisable immediatelyprior to such Corporate Event (the **“Exercise Proceeds”**), then this Warrant shall terminate upon theconsummation of such Corporate Event. If the aggregate Exercise Price, as of such consummationdate, is less than the aggregate value of the Exercise Proceeds, then the Warrantholder shall beentitled to exercise this
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Warrant in connection with such Corporate Event and shall automatically receive upon theconsummation of such Corporate Event, in lieu of the Warrant Shares, the Exercise Proceeds.          **8. ****Loss or Destruction of Warrant****.**Subject to the terms and conditions hereof,upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of suchbond or indemnification as the Company may reasonably require, and, in the case of such mutilation,upon surrender and cancellation of this Warrant, the Company will execute and deliver to theWarrantholder a new Warrant of like tenor.          **9. ****Ownership of Warrant****.**The Company may deem and treat the person in whose namethis Warrant is registered as the holder and owner hereof (notwithstanding any notations ofownership or writing hereon made by anyone other than the Company) for all purposes and shall notbe affected by any notice to the contrary, until presentation of this Warrant for registration oftransfer.          **10. ****Amendments****.**Any provision of this Warrant may be amended and the observancethereof waived only with the written consent of the Company and the Warrantholder.          **11. ****Definitions****.**As used herein, unless the context otherwise requires, thefollowing terms have the following respective meanings:               **“**Affiliate****”**means, (1) with respect to any Person, any of (a) a director, officer orstockholder holding 5% or more of the capital stock (on a fully diluted basis) of such Person, (b)a spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendantof any director or officer of such Person) and (c) any other Person that, directly or indirectlythrough one or more intermediaries, controls, or is controlled by, or is under common control with,another Person or (2) in any event, any Person meeting the definition of “Affiliate” set forth inRule 405 under the Securities Act. The term “control” includes, without limitation, thepossession, directly or indirectly, of the power to direct the management and policies of a Person,whether through the ownership of voting securities, by contract or otherwise.               **“****Board of Directors****”**means the Board of Directors of the Company.               **“****Business Day****”**means any day other than a Saturday, Sunday or a day on which nationalbanks are authorized by law to close in the Commonwealth of Massachusetts.               **“****Capital Stock****”**means, with respect to any Person, any and all shares, interests,participation, rights in, or other equivalents (however designated and whether voting ornon-voting) of, such Person’s capital stock and any and all rights, warrants or optionsexchangeable for or convertible into such capital stock (but excluding any debt security whether ornot it is exchangeable for or convertible into such capital stock).               **“****Common Stock****”**means the Company’s presently authorized Common Stock, and any stockinto or for which such Common Stock may hereafter be converted or exchanged pursuant to theCertificate of Incorporation of the Company as amended from time to time as provided by law and insuch Certificate of Incorporation.               **“****Common Stock Equivalent****”**means any security or obligation which is by its termsconvertible into shares of Common Stock or another Common Stock Equivalent, including, withoutlimitation, any option, warrant or other subscription or purchase right with respect to CommonStock.
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               **“****Corporate Event****”**means: (i) the sale, transfer, exchange or other disposition in onetransaction or a series of related transactions of all or substantially all of the Company’sassets; (ii) any merger, consolidation or other corporate reorganization in one transaction or aseries of related transactions that results in the stockholders of the Company immediately prior tosuch transaction holding less than fifty percent (50%) of the voting power of the surviving entityof such transaction; (iii) the dissolution or liquidation of the Company; or (iv) the sale,transfer, exchange or other disposition in one transaction or a series of related transactions ofall or substantially all of the Company’s Common Stock, but does not include any one transaction orseries of related transactions the sole purpose and effect of which is to change the state or typeof organization of the Company (e.g., to change the Company from a Delaware corporation to a NewYork corporation or from a corporation to a limited liability company).               **“****Current Market Price****”**per share shall mean, as of the date of determination, (a) theaverage of the daily Market Price under clause (a), (b) or (c) of thedefinition thereof of the Common Stock during the immediately preceding thirty (30) trading daysending on such date, and (b) if the Common Stock is not then listed or admitted to trading on anynational securities exchange or quoted in the over-the-counter market, then the Market Price underclause (d) of the definition thereof on such date.               **“****Exchange Act****”**means the Securities Exchange Act of 1934, as amended.               **“****Excluded Stock****”**has the meaning set forth in the Stockholders Agreement.               **“****Market Price****”**shall mean, as of the date of determination, (a) the closing price pershare of Common Stock on such date published in The Wall Street Journal or, if no suchclosing price on such date is published in The Wall Street Journal, the average of theclosing bid and asked prices on such date, as officially reported on the principal nationalsecurities exchange (including, without limitation, The Nasdaq Stock Market, Inc.) on which theCommon Stock is then listed or admitted to trading; or (b) if the Common Stock is not then listedor admitted to trading on any national securities exchange but is designated as a national marketsystem security by the National Association of Securities Dealers, Inc., the last trading price ofthe Common Stock on such date; or (c) if there shall have been no trading on such date or if theCommon Stock is not so designated, the average of the reported closing bid and asked prices of theCommon Stock on such date as shown by the National Market System of the National Association ofSecurities Dealers, Inc. Automated Quotations System and reported by any member firm of the NewYork Stock Exchange selected by the Company; or (d) if none of clauses (a), (b) or(c) is applicable, a market price per share determined at the Company’s expense by an appraiserchosen by the Warrantholder, or, if no such appraiser is so chosen more than ten (10) Business Daysafter notice of the necessity of such calculation shall have been delivered by the Company to theWarrantholder, then by an appraiser chosen by the Company and reasonably satisfactory to theWarrantholder. Any determination of the Market Price by an appraiser shall be based on a valuationof the Company as an entirety without regard to any discount for minority interests or disparatevoting rights among classes of Capital Stock.               **“****Person****”**means any individual, firm, corporation, partnership, limited liabilitycompany, trust, incorporated or unincorporated association, joint venture, joint stock company,governmental authority or other entity of any kind, and shall include any successor (by merger orotherwise) of such entity.               **“QPO”**means an underwritten public offering (underwritten by a reputable underwriter ofnational reputation) of shares of Common Stock registered pursuant to the Securities Act.
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               **“****Securities Act****”**means the Securities Act of 1933, as amended, and the rules andregulations of the United States Securities and Exchange Commission thereunder.               **“****Stockholders’ Agreement****”**means the Third Amended and Restated Stockholders’Agreement, dated as of June 10, 2008, by and among the Company and each other stockholder of theCompany party thereto, as amended from time to time.          **12. ****Miscellaneous Provisions****.**               **12.1****Entire Agreement****.**This Warrant constitutes the entire agreement between theCompany and the Warrantholder with respect to this Warrant.               **12.2****Binding Effect; Benefits****.**This Warrant shall inure to the benefit of andshall be binding upon the Company and the Warrantholder and their respective permitted successorsand assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on anyperson other than the Company and the Warrantholder, or their respective permitted successors orassigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant.               **12.3****Section and Other Headings****.**The section and other headings contained in thisWarrant are for reference purposes only and shall not be deemed to be a part of this Warrant or toaffect the meaning or interpretation of this Warrant.               **12.4****Notices****.**All notices, demands and other communications provided for orpermitted hereunder shall be made in writing and shall be by registered or certified first-classmail, return receipt requested, telecopier, courier service, overnight mail or personal delivery:If to the Company:Aspen Aerogels, Inc.**