Common use of Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note Clause in Contracts

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, ☐ Regulation S Global Note, in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: For value received, the Guarantors (which term includes any successor Person under the Indenture) have unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 9, 2024 (the “Indenture”), between ESAB Corporation, a Delaware corporation (the “Issuer”), each guarantor from time to time party thereto (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, transfer agent, registrar and authenticating agent, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, as provided by Section 10.05 of the Indenture. [GUARANTOR] By: Name: Title: SUPPLEMENTAL INDENTURE No. __ (this “Supplemental Indenture”), dated as of [●], among ESAB Corporation, a Delaware corporation (the “Issuer”), each of the guarantors party hereto (each, a “New Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, ☐ o Regulation S Global Note, in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of TransferorOwner] By: Name: Title: Dated: For value received:__________, the Guarantors ____ (which term includes any successor Person under the Indenturei) have has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 9, 2024 (the “Indenture”), between ESAB Corporation, a Delaware corporation (the “Issuer”), each guarantor from time to time party thereto (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, transfer agent, registrar and authenticating agent, guaranteed (a) the due and punctual payment of the principal of, premium, if any, premium and interest on the Notes (as defined in the Indenture)Notes, whether at maturitymaturity or interest payment date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and (if lawful) interest on the Notes, if any, if lawful, and (c) the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee Trustee, all in accordance with the terms of set forth in the Indenture Indenture, and (bd) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor otherwise and (ii) has agreed to the Holders of Notes pay any and to the Trustee pursuant to the Note Guarantee all costs and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically and unconditionally released and discharged, without any further action required on the part of expenses (including reasonable attorneys’ fees) incurred by the Trustee or any HolderHolder in accordance with the terms of the Indenture in enforcing any rights under this Guarantee. No shareholder, officer, director, employee or incorporator, as provided by Section 10.05 such, past, present or future, of the IndentureGuarantors shall have any personal liability under this Guarantee by reason of his or its status as such shareholder, officer, director, employee or incorporator. [GUARANTOR] This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. EACH ENTITY LISTED ON SCHEDULE I HERETO By: Name: Title: SUPPLEMENTAL INDENTURE Chief Financial Officer Cenveo, Inc. CNMW Investments, Inc. Cenveo Commercial Ohio, LLC Cenveo Government Printing, Inc. Cenveo Services, LLC Discount Labels, LLC Cenveo Omemee LLC Colorhouse China, Inc. RX JV Holding, Inc. CRX JV, LLC CRX Holding, Inc. RX Technology Corp. Cadmus Printing Group, Inc. Wxxxxxxx Graphics, Inc. Cadmus Journal Services, Inc. Cadmus Financial Distribution, Inc. Garamond/Pridemark Press, Inc. Cadmus Delaware, Inc. Cadmus UK, Inc. Expert Graphics, Inc. Cadmus Marketing Group, Inc. Cadmus Marketing, Inc. Cadmus/O’Xxxxx Marketing, Inc. Old TSI, Inc. Port City Press, Inc. Cadmus International Holdings, Inc. CDMS Management, LLC Vxxxxxx Printers Incorporated VSUB Holding Company Cenveo CEM, LLC Cenveo CEM, Inc. Madison/Gxxxxx ColorGraphics, Inc. Madison/Gxxxxx ColorGraphics Interstate Services, Inc. Commercial Envelope Manufacturing Co. Inc. Rxx 2010, LLC 100 Xxxxxxxx Xxxx, LLC Lightning Labels, LLC Nashua Corporation Nashua International, Inc. CMS Gxxxxxxx Packaging Systems, Inc. Impaxx, Inc. Envelope Product Group, LLC Cenveo MxXxxxx Xxxxxx and Txxx Company Cenveo Corporation c/o Cenveo, Inc. 200 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon 100 Xxxxxxx Xxxxxx, Floor 7W New York, New York 100286 Telecopier No. __ : (this 000) 000-0000 Attention: Corporate Trust Administration Re: 6.000% Senior Priority Secured Notes due 2019 Reference is hereby made to the Indenture, dated as of June 26, 2014 (the “Supplemental Indenture”), dated as of [●], among ESAB Cenveo Corporation, a Delaware corporation as issuer (the “IssuerCompany”), each the Guarantors (as defined therein) and The Bank of the guarantors party hereto (each, a “New Guarantor”), and U.S. Bank Trust Company, National AssociationYork Mellon, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $__________ aggregate principal amount of: (a) o a beneficial interest in a Global Note, or (b) o a Definitive Note. We confirm that; 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”). 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (c) an “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents. 4. We are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an “accredited investor”) as to each of which we exercise sole investment discretion. 6. We are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o ¨ 144A Global Note, ☐ ¨ Regulation S Global Note, in Note with an equal principal amount, the Owner hereby certifies (i1) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii2) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: For value receivedXxxxx Xxxxx International, the Guarantors (which term includes any successor Person under the Indenture) have unconditionally guaranteedInc. c/o U.S. Bank Trust National Association as Trustee 00 Xxxxxxxx 00xx Xxxxx, Xxxxxxxxx Trust Division Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx CUSIP: Re: 8 7/8% Senior Subordinated Notes due 2013 Reference is hereby made to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 9September 22, 2024 2003 (the “Indenture”), between ESAB CorporationXxxxx Xxxxx International, Inc., a Delaware Florida corporation (the “IssuerCompany”), each guarantor from time to time party thereto (the “Guarantors”), Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount at maturity of: (a) ¨ beneficial interest in a Global Note, or (b) ¨ a Definitive Note, we confirm that: 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”). 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, paying agentand that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, transfer agenton our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, registrar and authenticating agentthat if we should sell the Notes or any interest therein, we shall do so only (A) to the Company or any subsidiary thereof, (aB) in accordance with Rule 144A under the due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due form of this letter and punctual payment an Opinion of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuer Counsel in form reasonably acceptable to the Holders or Company to the Trustee all effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the terms of the Indenture and Securities Act, (bE) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and provisions of Rule 144 under the Indenture are expressly set forth in Article 10 of Securities Act or (F) pursuant to an effective registration statement under the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, as provided by Section 10.05 of the Indenture. [GUARANTOR] By: Name: Title: SUPPLEMENTAL INDENTURE No. __ (this “Supplemental Indenture”), dated as of [●], among ESAB Corporation, a Delaware corporation (the “Issuer”), each of the guarantors party hereto (each, a “New Guarantor”)Securities Act, and U.S. Bank Trust Company, National Association, we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as trustee (the “Trustee”)stated herein.

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, ☐ o Regulation S Global Note, in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of TransferorOwner] By: Name: Title: Dated: For value received:__________, the Guarantors ____ (which term includes any successor Person under the Indenturei) have has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 9, 2024 (the “Indenture”), between ESAB Corporation, a Delaware corporation (the “Issuer”), each guarantor from time to time party thereto (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, transfer agent, registrar and authenticating agent, guaranteed (a) the due and punctual payment of the principal of, premium, if any, premium and interest on the Notes (as defined in the Indenture)Notes, whether at maturitymaturity or interest payment date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and (if lawful) interest on the Notes, if any, if lawful, and (c) the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee Trustee, all in accordance with the terms of set forth in the Indenture Indenture, and (bd) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor otherwise and (ii) has agreed to the Holders of Notes pay any and to the Trustee pursuant to the Note Guarantee all costs and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically and unconditionally released and discharged, without any further action required on the part of expenses (including reasonable attorneys’ fees) incurred by the Trustee or any HolderHolder in accordance with the terms of the Indenture in enforcing any rights under this Guarantee. No shareholder, officer, director, employee or incorporator, as provided by Section 10.05 such, past, present or future, of the IndentureGuarantors shall have any personal liability under this Guarantee by reason of his or its status as such shareholder, officer, director, employee or incorporator. [GUARANTOR] This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. EACH ENTITY LISTED ON SCHEDULE I HERETO By: Name: Title: SUPPLEMENTAL INDENTURE Chief Financial Officer Cenveo, Inc. CNMW Investments, Inc. Cenveo Commercial Ohio, LLC Cenveo Government Printing, Inc. Cenveo Services, LLC Discount Labels, LLC Cenveo Omemee LLC Colorhouse China, Inc. RX JV Holding, Inc. CRX JV, LLC CRX Holding, Inc. RX Technology Corp. Cadmus Printing Group, Inc. Wxxxxxxx Graphics, Inc. Cadmus Journal Services, Inc. Cadmus Financial Distribution, Inc. Garamond/Pridemark Press, Inc. Cadmus Delaware, Inc. Cadmus UK, Inc. Expert Graphics, Inc. Cadmus Marketing Group, Inc. Cadmus Marketing, Inc. Cadmus/O’Xxxxx Marketing, Inc. Old TSI, Inc. Port City Press, Inc. Cadmus International Holdings, Inc. CDMS Management, LLC Vxxxxxx Printers Incorporated VSUB Holding Company Cenveo CEM, LLC Cenveo CEM, Inc. Madison/Gxxxxx ColorGraphics, Inc. Madison/Gxxxxx ColorGraphics Interstate Services, Inc. Commercial Envelope Manufacturing Co. Inc. Rxx 2010, LLC 100 Xxxxxxxx Xxxx, LLC Lightning Labels, LLC Nashua Corporation Nashua International, Inc. CMS Gxxxxxxx Packaging Systems, Inc. Impaxx, Inc. Envelope Product Group, LLC Cenveo MxXxxxx Xxxxxx and Txxx Company Cenveo Corporation c/o Cenveo, Inc. 200 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon 100 Xxxxxxx Xxxxxx, Floor 7W New York, New York 100286 Telecopier No. __ : (this 000) 000-0000 Attention: Corporate Trust Administration Re: 8.500% Junior Priority Secured Notes due 2022 Reference is hereby made to the Indenture, dated as of June 26, 2014 (the “Supplemental Indenture”), dated as of [●], among ESAB Cenveo Corporation, a Delaware corporation as issuer (the “IssuerCompany”), each the Guarantors (as defined therein) and The Bank of the guarantors party hereto (each, a “New Guarantor”), and U.S. Bank Trust Company, National AssociationYork Mellon, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $__________ aggregate principal amount of: (a) o a beneficial interest in a Global Note, or (b) o a Definitive Note. We confirm that; 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”). 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (c) an “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents. 4. We are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an “accredited investor”) as to each of which we exercise sole investment discretion. 6. We are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).