Common use of Annex I Clause in Contracts

Annex I. Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.”

Annex I. Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has (1) The Securities have not been and will not be registered under the Act and may not be offered or sold and will not offer or sell the Securities in within the United States or to, or for the account or benefit or account of, a U.S. Person (other than a distributor), persons except in each case, as defined in Rule 902 of accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of its their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing DateTime of Delivery, other than only in accordance with Rule 903 of Regulation S or another exemption from Rule 144A under the registration requirements of the Securities Act. Such Initial Accordingly, each Purchaser agrees thatthat neither it, during such 40-day restricted period, it its affiliates nor any persons acting on its or their behalf has engaged or will not cause engage in any advertisement directed selling efforts with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place Securities, and it and they have complied and will not issue any circular relating to comply with the Securities, except such advertisements as permitted by and include the statements required by offering restrictions requirement of Regulation S. Such Initial Each Purchaser agrees that, at or prior to confirmation of a sale of Securities by (other than a sale pursuant to Rule 144A), it will have sent to any each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your their distribution at any time or (ii) otherwise until 40 days after the later of the date commencement of the Securities were first offered to persons other than distributors in reliance on Regulation S offering and the Closing Dateclosing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S under S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities Actexcept with its affiliates or with the prior written consent of the Company.”

Annex I. Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.”” Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

Annex I. Resale Pursuant to Regulation S or Rule 144A. (1) Each Initial Purchaser Manager understands that: Such Initial Purchaser agrees that it has the Securities have not been and will not be registered under the Securities Act and may not be offered or sold and will not offer or sell the Securities in within the United States or to, or for the account or benefit or account of, a U.S. Person (other than a distributor), persons except in each case, as defined in Rule 902 of accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Manager represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of its their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than only in accordance with Rule 903 of Regulation S or another exemption from the registration requirements of under the Securities Act. Such Initial Purchaser Accordingly, each Manager agrees thatthat neither it, during such 40-day restricted period, it its affiliates nor any persons acting on its or their behalf has engaged or will not cause engage in any advertisement directed selling efforts with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place Securities, and it and they have complied and will not issue any circular relating to comply with the Securities, except such advertisements as permitted by and include the statements required by offering restrictions requirement of Regulation S. Such Initial Purchaser Each Manager agrees that, at or prior to confirmation of a sale of Securities by Securities, it will have sent to any each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your their distribution at any time or (ii) otherwise until 40 days after the later of the date commencement of the Securities were first offered to persons other than distributors in reliance on Regulation S offering and the Closing Dateclosing date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S under S. Each Manager further agrees that it has not entered and will not enter into any contractual arrangement with respect to the Securities Actdistribution or delivery of the Securities, except with its affiliates, each other Manager or with the prior written consent of the Company.”

Annex I. Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has (1) The Securities have not been and will not be registered under the Act and may not be offered or sold and will not offer or sell the Securities in within the United States or to, or for the account or benefit or account of, a U.S. Person (other than a distributor), persons except in each case, as defined in Rule 902 of accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of its their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing DateTime of Delivery (the “restricted period”), other than only in accordance with Rule 903 of Regulation S or another exemption from Rule 144A under the registration requirements of the Securities Act. Such Initial Accordingly, each Purchaser agrees thatthat neither it, during such 40-day restricted period, it its affiliates nor any persons acting on its or their behalf has engaged or will not cause engage in any advertisement directed selling efforts with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place Securities, and it and they have complied and will not issue any circular relating to comply with the Securities, except such advertisements as permitted by and include the statements required by offering restrictions requirement of Regulation S. Such Initial Each Purchaser agrees that, at or prior to confirmation of a sale of Securities by (other than a sale pursuant to Rule 144A), it will have sent to any each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your their distribution at any time or (ii) otherwise until 40 days after the later of the date commencement of the Securities were first offered to persons other than distributors in reliance on Regulation S offering and the Closing Dateclosing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S under S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the Securities Act.”distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company. In addition,

Annex I. Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has (1) The Securities have not been and will not be registered under the Act and may not be offered or sold and will not offer or sell the Securities in within the United States or to, or for the account or benefit or account of, a U.S. Person (other than a distributor), persons except in each case, as defined in Rule 902 of accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of its their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing DateTime of Delivery, other than only in accordance with Rule 903 of Regulation S S, Rule 144A or another exemption from pursuant to Paragraph 2 of this Annex I under the registration requirements of the Securities Act. Such Initial Accordingly, each Purchaser agrees thatthat neither it, during such 40-day restricted period, it its affiliates nor any persons acting on its or their behalf has engaged or will not cause engage in any advertisement directed selling efforts with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place Securities, and it and they have complied and will not issue any circular relating to comply with the Securities, except such advertisements as permitted by and include the statements required by offering restrictions requirement of Regulation S. Such Initial Each Purchaser agrees that, at or prior to confirmation of a sale of Securities by (other than a sale pursuant to Rule 144A) or pursuant to Paragraph 2 of this Annex I, it will have sent to any each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted distribution compliance period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ASecurities Act@) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your their distribution at any time or (ii) otherwise until 40 days after the later of the date commencement of the Securities were first offered to persons other than distributors in reliance on Regulation S offering and the Closing Dateclosing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned meaning given to them by Regulation S." Terms used in this paragraph have the meanings given to them by Regulation S under S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the Securities Actdistribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.”