Common use of Covenants of the Issuer and the Guarantors Clause in Contracts

Covenants of the Issuer and the Guarantors. Each of the Issuer and the Guarantors covenants jointly and severally with each Initial Purchaser as follows: (a) To furnish to the Representative in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative reasonably object. (c) To furnish to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer and not to use or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (i) To cooperate with the Representative and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, and to comply with such laws and to continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of the Issuer or any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Issuer’s counsel and the Company’s accountants and other advisors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000), (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuer, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 11, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise. (i) To furnish you with any proposed General Solicitation to be made by the Issuer or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain outstanding, to make available, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the Commission. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities that have been acquired by any of them. (n) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To apply the net proceeds from the sale of the Securities in the manner described under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (p) During the period of 90 days following the date hereof, the Company will not and will not permit any of its subsidiaries to, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement). (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each The Issuer and the Guarantors covenant and agree with each of the Initial Purchasers that: (a) The Issuer will not amend or supplement the Final Memorandum or make any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent, which consent shall not unreasonably be withheld. The Issuer will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchasers. (b) The Issuer and the Guarantors will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, the Issuer and the Guarantors covenants jointly and severally with each Initial Purchaser shall not be required to qualify as follows: (a) To furnish a foreign corporation or to the Representative in New York City, without charge, as promptly as practicable following the Time execute a general consent to service of Sale and process in any event not later than the second business day following the date hereof and during the period mentioned jurisdiction or subject itself to taxation in Section 6(d) or (e), as many copies excess of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use nominal dollar amount in any such proposed amendment or supplement to which the Representative reasonably objectjurisdiction where it is not then so subject. (c) To furnish If, at any time prior to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to initial resale by the Issuer and not to use Initial Purchasers of the Notes, the Exchange Notes or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and Private Exchange Notes, any event shall occur occurs or condition exist information becomes known as a result of which it is the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading misleading, or if, in the opinion of the counsel if for the Initial Purchasers, any other reason it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of counsel for the Initial Purchasers, it is necessary time to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare the Issuer and furnishthe Guarantors will promptly notify the Initial Purchasers thereof and will prepare, at its own expensethe expense of the Issuer, to the Initial Purchasers, either amendments an amendment or supplements supplement to the Final Memorandum so that the statements in the Final Memorandum as so amended corrects such statement or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading omission or so that the Final Memorandum, as amended or supplemented, will comply with applicable laweffects such compliance. (id) To cooperate with The Issuer will, without charge, provide to the Representative Initial Purchasers and to counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all as many copies of the Preliminary Memorandum and the Final Memorandum or any part amendment or supplement thereto as the Initial Purchasers may reasonably request. (e) The Issuer will apply the net proceeds from the sale of the Securities for offer and sale as set forth under "Use of Proceeds" in the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, and to comply with such laws and to continue such qualifications, registrations and exemptions in effect Final Memorandum. (f) For so long as required for the distribution any of the Securities remain outstanding, the Parent will furnish to the Initial Purchasers upon request copies of all reports and other communications (iifinancial or otherwise) furnished by the Issuer to advise the Representative promptly Trustee or to the holders of the suspension Notes and, as soon as available, copies of any reports or financial statements furnished to or filed by the Parent or the Issuer with the Commission or any national securities exchange on which any class of securities of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of the Issuer or any of the Guarantors shall Parent may be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationlisted. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Issuer’s counsel and the Company’s accountants and other advisors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000), (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval None of the Issuer, travel and lodging expenses of the representatives and officers of the Company and Guarantors or any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuer, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 11, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer nor any Affiliate Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security "security" (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise. (i) To furnish you could be integrated with any proposed General Solicitation to be made by the Issuer or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain outstanding, to make available, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the Commission. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities that have been acquired by any of them. (n) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To apply the net proceeds from the sale of the Securities in a manner which would require the manner described registration under the caption “Use Act of Proceeds” in the Time of Sale Memorandum and the Final MemorandumSecurities. (ph) During None of the period of 90 days following Issuer or any Guarantor will, nor will the date hereof, the Company will not and will not Parent permit any of its subsidiaries the Subsidiaries to, without engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the prior written consent Act) in connection with the offering of the Representative (which consent may be withheld at the sole discretion of the Representative), directly Securities or indirectly, sell, offer, contract or grant in any option to sell, pledge, transfer or establish an open “put equivalent position” manner involving a public offering within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this AgreementSection 4(2). (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each of the The Issuer and the Guarantors covenants jointly and severally covenant with each the Initial Purchaser as follows: (a) To furnish to the Representative you in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than prior to 10:00 a.m. New York City time on the second business day following next succeeding the date hereof of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein Memorandum and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative you reasonably object. (c) To furnish to the Representative you a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer or any Guarantor and not to use or refer to any proposed Additional Written Offering Communication to which the Representative you reasonably objectsobject. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are madecircumstances, not misleading misleading, or if, in the opinion of the counsel for the Initial PurchasersPurchaser, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers Purchaser and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaserprospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial PurchasersPurchaser, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are madewhen the Final Memorandum is delivered to a purchaser, not misleading misleading, or if, in the opinion of counsel for the Initial PurchasersPurchaser, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial PurchasersPurchaser, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when the Final Memorandum is delivered to a Subsequent Purchaserpurchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (if) To cooperate with the Representative and counsel use their reasonable best efforts to arrange for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part qualification of the Securities for offer sale and sale the determination of their eligibility for investment under the securities laws of the several states of such jurisdictions in the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, States as you shall reasonably designate and to comply with such laws and to will continue such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution resale of the Securities and (ii) to advise by the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of Initial Purchaser; provided that the Issuer or any of and the Guarantors shall will not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it them to general service of process in any such jurisdiction where it is not presently qualified or where it they would be subject to taxation as a foreign corporation. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel to the Issuer’s counsel , the Company and the Guarantors, the accountants of the Issuer, the Company’s accountants , the Guarantors and other advisors SureWest in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer or any Guarantor and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial PurchasersPurchaser, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial PurchasersPurchaser, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers Purchaser in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000)memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vi) the cost of the preparation, issuance and delivery of the Securities, including the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer Issuer, the Company or the Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company Issuer and any such consultants, and half 50% of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuershow, (ixviii) the document production charges and expenses associated with printing this Agreement, the Indenture, the Registration Rights Agreement and the Escrow Agreement, (ix) all fees and expenses incurred with respect to the negotiation, disclosure, creation and perfection of the security interests contemplated by the Escrow Agreement, and (x) all other cost and expenses incident to the performance of the obligations of the Issuer Issuer, Company and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 1110, the Initial Purchasers Purchaser will pay all of their its costs and expenses, including fees and disbursements of their its counsel, transfer taxes payable on resale of any of the Securities by them and it, any advertising expenses connected with any offers they it may makemake and 50% of the cost of any aircraft chartered in connection with the road show. (h) Neither the Issuer nor any Affiliate of the Issuer will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) could be integrated with the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from in a manner which would require the registration requirements of under the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseof the Securities. (i) To furnish you with Not to solicit any proposed General Solicitation offer to be made buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Issuer Securities Act) or on its behalf before its use, and not to make or use in any proposed General Solicitation without your prior written consentmanner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) While any of the Securities remain outstanding“restricted securities” within the meaning of the Securities Act, to make available, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchaser) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial PurchasersPurchaser) will comply with the offering restrictions requirement of Regulation S. (ml) The During the period of one year after the Closing Date, the Issuer will not, and will not permit any person that is an affiliate of its affiliates (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) ), to resell any of the Securities which constitute “restricted securities” under Rule 144 except pursuant to an effective registration statement; provided that have been acquired any Securities held by any affiliate of themthe Issuer that would constitute “restricted securities” under Rule 144 may be resold if the purchaser thereof agrees (and subsequent purchasers agree) to continue to hold such Securities pursuant to a certificated security with a separate CUSIP number from that of any Securities held pursuant to a global security under the Indenture until such Securities are exchanged for Exchange Notes in the Exchange Offer, are sold pursuant to an effective registration statement or may be sold pursuant to Rule 144 under the Securities Act. (nm) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) To take all action required to be taken for the Securities to be eligible for clearance and settlement through DTC. (o) To apply comply with all the net proceeds from the sale terms and conditions of the Securities Escrow Agreement and the Registration Rights Agreement; and on or prior to the Closing Date, to take all action required to secure the Notes by the Escrow Property to the extent and in the manner provided in the Escrow Agreement and as described under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (p) During To deliver to the period Initial Purchaser on and as of 90 days following the date hereofhereof and the Closing Date satisfactory evidence of the good standing of the Issuer, the Company will not and will not permit the Guarantors in their respective jurisdictions of organization and the good standing of the Issuer, the Company and the Guarantors in such other jurisdictions as the Initial Purchaser may reasonably request, in each case in writing or any standard form of its subsidiaries totelecommunication, from the appropriate governmental authorities of such jurisdictions. Each of the Issuer and the Company also agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, it will not, during the Representative (which consent may be withheld at period beginning on the sole discretion of date hereof and continuing to and including the Representative)Closing Date, directly or indirectlyoffer, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, sell or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company Issuer or any subsidiary of the Company or securities exchangeable for or convertible into warrants to purchase debt securities of the Company Issuer or any subsidiary of the Company substantially similar to the Securities (other than as contemplated by the sale of the Securities under this Agreement). (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each of the The Issuer and the Guarantors covenants Guarantors, jointly and severally severally, covenant and agree with each the Initial Purchaser as followsthat: (a) To furnish to the Representative in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative reasonably object. (c) To furnish to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the The Issuer and the Guarantors will not to use or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to make the statements thereinproposed amendment or supplement and as to which the Initial Purchaser shall not have given its consent, in which consent shall not unreasonably be withheld. The Issuer and the light Guarantors will promptly, upon the reasonable request of the circumstances under which they are made, not misleading Initial Purchaser or if, in the opinion of counsel for the Initial PurchasersPurchaser, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either make any amendments or supplements to the Final Memorandum so that may be necessary or advisable in connection with the statements in the Final Memorandum as so amended or supplemented will not, in the light resale of the circumstances under which they are made, when delivered to a Subsequent Securities by the Initial Purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (ib) To The Issuer and the Guarantors will cooperate with the Representative and counsel Initial Purchaser in arranging for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part qualification of the Securities for offer offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the several states Initial Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the United StatesSecurities; provided, the provinces of Canada or any other jurisdictions designated by the Initial Purchasershowever, and to comply with such laws and to continue such qualificationsthat in connection therewith, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of neither the Issuer or any of nor the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it execute a general consent to general service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationthen so subject. (gc) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedIf, to pay or cause to be paid all expenses incident at any time prior to the performance of its obligations under this Agreement, including: (i) initial resale by the fees, disbursements and expenses Initial Purchaser of the Issuer’s counsel Units (and the Company’s accountants and other advisors in connection with related Guarantees) or the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final MemorandumExchange Notes, any Additional Written Offering Communication and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer event occurs or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000), (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuer, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 11, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, information becomes known as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise. (i) To furnish you with any proposed General Solicitation to be made by the Issuer or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain outstanding, to make available, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the Commission. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities that have been acquired by any of them. (n) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To apply the net proceeds from the sale of the Securities in the manner described under the caption “Use of Proceeds” in the Time of Sale Memorandum and which the Final Memorandum. (p) During the period Memorandum as then amended or supplemented would include any untrue statement of 90 days following the date hereof, the Company will not and will not permit any of its subsidiaries to, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Acta material fact, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement). (q) The Issuer will deliver omit to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.state a

Covenants of the Issuer and the Guarantors. Each The Issuer and each of the Issuer and the Guarantors covenants Guarantors, jointly and severally severally, covenant and agree with each of the Initial Purchaser Purchasers as follows: (a) To furnish Until the later of (i) the completion of the distribution of the Securities by the Initial Purchasers and (ii) the Closing Date, the Issuer will not amend or supplement the Pricing Disclosure Package and the Final Memorandum or otherwise distribute or refer to any written communication (as defined under Rule 405 of the Representative in New York City, without charge, as promptly as practicable following Act) that constitutes an offer to sell or a solicitation of an offer to buy the Time of Sale and in any event not later Securities (other than the second business day following Pricing Disclosure Package, the date hereof Recorded Road Show, if any, and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum) or file any report with the Commission under the Exchange Act unless the Initial Purchasers shall previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment, supplement or report and as to which the Initial Purchasers shall have given their consent. The Issuer will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any documents incorporated amendments or supplements to the Pricing Disclosure Package and the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by reference therein and any supplements and amendments thereto as you may reasonably requestthe Initial Purchasers. (b) Before amending The Issuer and each Guarantor will cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or supplementing “Blue Sky” laws of such jurisdictions as the Preliminary MemorandumInitial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities by the Initial Purchasers; provided, however, that in connection therewith, none of the Issuer or the Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. (1) If, at any time prior to the completion of the resale by the Initial Purchasers of the Securities, any event occurs or information becomes known as a result of which the Pricing Disclosure Package and the Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Pricing Disclosure Package and the Final Memorandum to comply with applicable law, the Time Issuer will promptly notify the Initial Purchasers thereof and will prepare, at the expense of Sale Memorandum or the Final MemorandumIssuer, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use any such proposed an amendment or supplement to which the Representative reasonably object. (c) To furnish to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer Pricing Disclosure Package and not to use or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available that corrects such statement or omission or effects such compliance and (2) if at any time prior to prospective purchasers and the Closing Date (i) any event shall occur or condition shall exist as a result of which it is any of the Pricing Disclosure Package as then amended or supplemented or the Final Memorandum would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading or ifany Issuer Written Communication would conflict with the Pricing Disclosure Package as then amended or supplemented or the Final Memorandum, in the opinion of the counsel for the Initial Purchasers, or (ii) it is necessary to amend or supplement any of the Time Pricing Disclosure Package, Issuer Written Communication or Final Memorandum so that any of Sale the Pricing Disclosure Package or any Issuer Written Communication or Final Memorandum to will comply with applicable law, the Issuer will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to prepare and furnishSection 5(a) above, at its own expense, furnish to the Initial Purchasers and to any dealer upon request, either such amendments or supplements to any of the Time Pricing Disclosure Package, any Issuer Written Communication or Final Memorandum (it being understood that any such amendments or supplements may take the form of Sale Memorandum an amended or supplemented Final Memorandum) as may be necessary so that the statements in any of the Time of Sale Memorandum Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they are were made, when delivered to a Subsequent Purchaser, be misleading or so that any Issuer Written Communication will not conflict with the Time of Sale Memorandum, as amended Pricing Disclosure Package or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Pricing Disclosure Package, any Issuer Written Communication or Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (id) To cooperate with The Issuer will, without charge, provide to the Representative Initial Purchasers and to counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all as many copies of the Pricing Disclosure Package, any Issuer Written Communication and the Final Memorandum or any part amendment or supplement thereto as the Initial Purchasers may reasonably request. (e) The Issuer will apply the net proceeds from the sale of the Securities for offer as set forth under “Use of Proceeds” in the Pricing Disclosure Package and sale under the securities laws Final Memorandum. (f) For so long as any of the several states Securities remain outstanding, the Issuer will furnish to the Initial Purchasers upon request copies of all reports and other communications (financial or otherwise) furnished by the Issuer to the Trustee or to the holders of the United StatesSecurities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Issuer with the Commission or any national securities exchange on which any class of securities of the Issuer may be listed. (g) Prior to the Closing Date, the provinces of Canada or any other jurisdictions designated by Issuer will furnish to the Initial Purchasers, and to comply with such laws and to continue such qualificationsas soon as they have been finalized, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat a copy of any proceeding unaudited interim financial statements of Parent and its subsidiaries for any such purpose, and quarterly period subsequent to the period covered by the most recent financial statements appearing in the event of Pricing Disclosure Package and the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none Final Memorandum. (h) None of the Issuer or any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Issuer’s counsel and the Company’s accountants and other advisors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000), (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuer, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 11, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer nor any Affiliate Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security “security” (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) that could be integrated with the sale of the Securities by in a manner which would require the Issuer to registration under the Initial Purchasers, (ii) the resale Act of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseSecurities. (i) To furnish you None of Parent, its subsidiaries or any of their respective Affiliates or persons acting on their behalf will, (1) engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or (2) engage in any proposed General Solicitation to be made by manner involving a public offering of the Issuer or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consentSecurities within the meaning of Section 4(a)(2) of the Act. (j) While For so long as any of the Securities remain outstanding, to the Issuer will make availableavailable at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (k) The Issuer will use its best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (l) During the period of one year beginning on the date hereof and continuing to the date that is 90 days after the Closing Date, neither without the prior written consent of Xxxxx Fargo Securities, LLC, the Issuer nor will not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust Issuer (or face-amount certificate company guaranteed by the Issuer) that is or is required are substantially similar to be registered under Section 8 of the Investment Company ActSecurities. (lm) In connection with Securities offered and sold in an off shore transaction (as defined in Regulation S) the Issuer will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive securities. (n) None of the Issuer, Issuer or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities that have been acquired by any of them. (n) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To apply the net proceeds from the sale For a period of the Securities two years (calculated in the manner described accordance with paragraph (d) of Rule 144 under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (pAct) During the period of 90 days following the date hereofany Securities are acquired by the Issuer, the Company will not and will not permit Guarantors or any of its subsidiaries totheir Affiliates (as such term is defined in Rule 405 under the Act), without the prior written consent none of the Representative (which consent may be withheld at Issuer, the sole discretion Guarantor or any of the Representative), directly or indirectly, sell, offer, contract or grant their respective Affiliates will sell any option such Securities except pursuant to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any effective registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement)Act. (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each of the The Issuer and the Guarantors covenants jointly and severally covenant with each Initial Purchaser as follows: (a) To furnish to the Representative you in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than prior to 10:00 a.m. New York City time on the second business day following next succeeding the date hereof of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative you reasonably object. (c) To furnish to the Representative you a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer or any Guarantor and not to use or refer to any proposed Additional Written Offering Communication to which the Representative you reasonably objectsobject. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are madecircumstances, not misleading misleading, or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are madewhen the Final Memorandum is delivered to a purchaser, not misleading misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when the Final Memorandum is delivered to a Subsequent Purchaserpurchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (if) To cooperate with the Representative and counsel use their reasonable best efforts to arrange for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part qualification of the Securities for offer sale and sale the determination of their eligibility for investment under the securities laws of the several states of such jurisdictions in the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, States as you shall reasonably designate and to comply with such laws and to will continue such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution resale of the Securities and (ii) to advise by the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of Initial Purchasers; provided that the Issuer or any of and the Guarantors shall will not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it them to general service of process in any such jurisdiction where it is not presently qualified or where it they would be subject to taxation as a foreign corporation. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the counsel to the Issuer’s counsel , the Company and the Guarantors, the accountants of the Issuer, the Company’s accountants , the Guarantors and other advisors Enventis in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer or any Guarantor and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000)memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vi) the cost of the preparation, issuance and delivery of the Securities, including the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer Issuer, the Company or the Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company Issuer and any such consultants, and half 50% of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuershow, (ixviii) the document production charges and expenses associated with printing this Agreement, the Indenture, the Registration Rights Agreement and the Escrow Agreement, (ix) all fees and expenses incurred with respect to the negotiation, disclosure, creation and perfection of the security interests contemplated by the Escrow Agreement, and (x) all other cost and expenses incident to the performance of the obligations of the Issuer Issuer, the Company and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 1110, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and them, any advertising expenses connected with any offers they may makemake and 50% of the cost of any aircraft chartered in connection with the road show. (h) Neither the Issuer nor any Affiliate of the Issuer will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) could be integrated with the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from in a manner which would require the registration requirements of under the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseof the Securities. (i) To furnish you with Not to solicit any proposed General Solicitation offer to be made buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Issuer Securities Act) or on its behalf before its use, and not to make or use in any proposed General Solicitation without your prior written consentmanner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) While any of the Securities remain outstanding“restricted securities” within the meaning of the Securities Act, to make available, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (ml) The During the period of one year after the Closing Date, the Issuer will not, and will not permit any person that is an affiliate of its affiliates (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) ), to resell any of the Securities which constitute “restricted securities” under Rule 144 except pursuant to an effective registration statement; provided that have been acquired any Securities held by any affiliate of themthe Issuer that would constitute “restricted securities” under Rule 144 may be resold if the purchaser thereof agrees (and subsequent purchasers agree) to continue to hold such Securities pursuant to a certificated security with a separate CUSIP number from that of any Securities held pursuant to a global security under the Indenture until such Securities are exchanged for Exchange Notes in the Exchange Offer, are sold pursuant to an effective registration statement or may be sold pursuant to Rule 144 under the Securities Act. (nm) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (n) To take all action required to be taken for the Securities to be eligible for clearance and settlement through DTC. (o) To apply comply with all the net proceeds from the sale terms and conditions of the Securities Escrow Agreement and the Registration Rights Agreement; and on or prior to the Closing Date, to take all action required to secure the Notes by the Escrow Property to the extent and in the manner provided in the Escrow Agreement and as described under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (p) During To deliver to the period Initial Purchasers on and as of 90 days following the date hereofhereof and the Closing Date satisfactory evidence of the good standing of the Issuer, the Company will not and will not permit the Guarantors in their respective jurisdictions of organization and the good standing of the Issuer, the Company and the Guarantors in such other jurisdictions as the Initial Purchasers may reasonably request, in each case in writing or any standard form of its subsidiaries totelecommunication, from the appropriate governmental authorities of such jurisdictions. Each of the Issuer and the Company also agree that, without the prior written consent of the Representative (which consent may be withheld at it will not, during the sole discretion of period beginning on the Representative)date hereof and continuing to and including the Closing Date, directly or indirectlyoffer, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, sell or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company Issuer or any subsidiary of the Company or securities exchangeable for or convertible into warrants to purchase debt securities of the Company Issuer or any subsidiary of the Company substantially similar to the Securities (other than as contemplated by the sale of the Securities under this Agreement). (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each In further consideration of the agreements of the Initial Purchasers contained in this Agreement, each of the Issuer and the Guarantors covenants jointly and severally with each Initial Purchaser as follows: (a) To furnish to the Representative you in New York City, without charge, as promptly as practicable following prior to 10:00 am. New York City time on the Time of Sale and in any event not later than the second business day following next succeeding the date hereof of this Agreement and during the period mentioned in Section 6(d) or (e6(c), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto Memorandum as you may reasonably request. (b) Before amending or supplementing either Memorandum at any time prior to the Preliminary Memorandum, 60th day following the Time of Sale Memorandum or the Final MemorandumClosing Date, to furnish to the Representative you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative you reasonably object. (c) To furnish to the Representative a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Issuer and not to use or refer to any proposed Additional Written Offering Communication to which the Representative reasonably objects. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such the period after the date hereof and prior referred to the date on which all of the Securities shall have been sold by the Initial Purchasersin Section 6(b) above, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are madewhen the Final Memorandum is delivered to a purchaser, not misleading misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when the Final Memorandum is delivered to a Subsequent Purchaserpurchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (id) To cooperate with the Representative and counsel for the Initial Purchasers endeavor to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities or Blue Sky laws of the several states of the United States, the provinces of Canada or any other such jurisdictions designated by the Initial Purchasers, and to comply with such laws as you shall reasonably request and to continue such qualifications, registrations and exemptions qualifications in effect so long as is required for the distribution of the Securities and (iiduring the period referred to in 6(b) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of the Issuer or any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationabove. (ge) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident To make generally available to the performance of its obligations under this Agreement, including: (i) Issuer's and the fees, disbursements Guarantors' security holders and expenses to you as soon as practicable an earnings statement of the Issuer’s counsel Parent and its subsidiaries that satisfies the Company’s accountants and other advisors in connection with the issuance and sale provisions of Section 11(a) of the Securities Act and all other fees or expenses in connection with the issuance rules and sale regulations of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) not to exceed $10,000), (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Issuer, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuer, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 11, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeCommission thereunder. (hf) Neither the Issuer Not to, nor to permit any Affiliate will controlled by them to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (g) Not to, nor to permit any Affiliate controlled by them to, solicit any offer to buy or offer or sell the Issuer to Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Initial Purchasers, (iiSecurities Act) or in any manner involving a public offering within the resale meaning of Section 4(2) of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseAct. (i) To furnish you with any proposed General Solicitation to be made by the Issuer or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (jh) While any of the Securities remain outstanding"restricted securities" within the meaning of the Securities Act, to make available, upon request, to any holder seller of such the Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (ki) During the period of one year two years after the Closing Date, neither the Issuer nor not to, and not to permit any of the Guarantors will betheir Affiliates to, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities which constitute "restricted securities" under Rule 144 that have been acquired reacquired by any of them. (nj) Not to take any action prohibited by Regulation M under The Issuer and the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To Parent will apply the net proceeds from the sale of the Securities as described in the manner described Final Memorandum under the caption “heading "Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum". (p) During the period of 90 days following the date hereof, the Company will not and will not permit any of its subsidiaries to, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement). (q) The Issuer will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Issuer undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Issuer and the Guarantors. Each The Issuer and each of the Issuer and the Guarantors covenants Guarantors, jointly and severally severally, covenant with each Initial Purchaser as follows: (a) To furnish to the Representative you in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than prior to 10:00 a.m. New York City time on the second business day following next succeeding the date hereof of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative you reasonably object. (c) To furnish to the Representative you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf of, used by, or referred to by the Issuer and the Guarantors and not to use or refer to any such proposed Additional Written Offering Communication to which the Representative you reasonably objectsobject. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are madecircumstances, not misleading misleading, or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaserprospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are madewhen the Final Memorandum is delivered to a purchaser, not misleading misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when the Final Memorandum is delivered to a Subsequent Purchaserpurchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (if) To cooperate with the Representative and counsel for the Initial Purchasers endeavor to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request provided, however, that nothing contained herein shall require the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, and to comply with such laws and to continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of the Issuer Company or any of the Guarantors shall be required its subsidiaries to qualify as to do business in any jurisdiction, to execute a foreign corporation or general consent to take any action that would subject it to general service of process in any such state or to subject itself to taxation in any jurisdiction where in which it is otherwise not presently qualified or where it would be subject to taxation as a foreign corporationso subject. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreementthe Transaction Documents, including: (i) the fees, disbursements and expenses of counsel to the Issuer’s counsel Issuer and the Company’s Guarantors and accountants of the Issuer and other advisors the Guarantors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer and the Guarantors and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (memorandum, provided that such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) shall not to exceed $10,000)5,000, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Issuer and the Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the IssuerIssuer and the Guarantors, the travel and lodging expenses of the representatives and officers of the Company Issuer and the Guarantors and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuershow, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost and expenses incident to the performance of the obligations of the Issuer and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 1110, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer Company nor any Affiliate of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) could be integrated with the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from in a manner which would require the registration requirements of under the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseof the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Issuer Company or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) While any of the Securities remain outstanding“restricted securities” within the meaning of the Securities Act, to make available, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be Company is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (k) During the period of one year after the Closing Date, neither the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, Company or any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, ; and the Issuer Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will comply with the offering restrictions requirement of Regulation S. (ml) The Issuer During the period of one year after the Closing Date, the Company will not, and will not permit any person that is an affiliate of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been acquired reacquired by any of them. (nm) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (o) To apply the net proceeds from the sale of the Securities in the manner described under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (p) During the period of 90 days following the date hereof, the Company will not and will not permit any of its subsidiaries to, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement). (qn) The Issuer Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity CustomersCustomers to the extent required, together with copies of identifying documentation, and the Issuer Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification. Each of the Issuer and each Guarantor also agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Initial Purchasers, it will not, and the Company agrees that it will not permit any of its subsidiaries to, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities, or warrants to purchase debt securities, of the Issuer or the Guarantors that are substantially similar to the Securities (other than the sale of the Securities under this Agreement).

Covenants of the Issuer and the Guarantors. Each The Issuer and each of the Issuer and the Guarantors covenants Guarantors, jointly and severally severally, covenant with each Initial Purchaser as follows: (a) To furnish to the Representative you in New York City, without charge, as promptly as practicable following the Time of Sale and in any event not later than prior to 10:00 a.m. New York City time on the second business day following next succeeding the date hereof of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to the Representative you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative you reasonably object. (c) To furnish to the Representative you a copy of each proposed Additional Written Offering Communication (other than those identified on Schedule II hereto) to be prepared by or on behalf of, used by, or referred to by the Issuer and the Guarantors and not to use or refer to any such proposed Additional Written Offering Communication to which the Representative you reasonably objectsobject. (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they are madecircumstances, not misleading misleading, or if, in the opinion of the counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when delivered to a Subsequent Purchaserprospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law. (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances under which they are madewhen the Final Memorandum is delivered to a purchaser, not misleading misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances under which they are made, when the Final Memorandum is delivered to a Subsequent Purchaserpurchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (if) To cooperate with the Representative and counsel for the Initial Purchasers endeavor to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request provided, however, that nothing contained herein shall require the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, and to comply with such laws and to continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities and (ii) to advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, to use its best efforts to obtain the withdrawal thereof at the earliest possible moment. Notwithstanding the foregoing, none of the Issuer Company or any of the Guarantors shall be required its subsidiaries to qualify as to do business in any jurisdiction, to execute a foreign corporation or general consent to take any action that would subject it to general service of process in any such state or to subject itself to taxation in any jurisdiction where in which it is otherwise not presently qualified or where it would be subject to taxation as a foreign corporationso subject. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreementthe Transaction Documents, including: (i) the fees, disbursements and expenses of counsel to the Issuer’s counsel Issuer and the Company’s Guarantors and accountants of the Issuer and other advisors the Guarantors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the issuance and sale of the Securities, including, without limitation, in connection with the preparation, printing, filing, shipping and distribution preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Issuer and the Guarantors and any amendments and supplements to any of the foregoing, this Agreement, the Indenture and the Securities, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, (ii) in the quantities herein above specified, all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum (memorandum, provided that such fees and disbursements of counsel for the Initial Purchasers pursuant to this clause (iii) shall not to exceed $10,000)5,000, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the fees and expenses incurred in connection with the listing of the Maximum Number of Ordinary Shares deliverable upon the exchange of the Securities on the Nasdaq Global Select Market, the costs and expenses of the Issuer and the Guarantors relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the IssuerIssuer and the Guarantors, the travel and lodging expenses of the representatives and officers of the Company Issuer and the Guarantors and any such consultants, and half of the cost of any aircraft chartered in connection with the road show with the prior approval of the Issuershow, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other cost costs and expenses incident to the performance of the obligations of the Issuer and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 1110, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, their expenses in connection with any road show (including travel and lodging), transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (h) Neither the Issuer Company nor any Affiliate of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) could be integrated with the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to the Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from in a manner which would require the registration requirements of under the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseof the Securities. (i) To furnish you with any proposed General Solicitation to be made by the Issuer Company or on its behalf before its use, and not to make or use any proposed General Solicitation without your prior written consent. (j) . While any of the Securities or the Underlying Securities remain outstanding“restricted securities” within the meaning of the Securities Act, to make available, upon request, to any holder seller of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless at such time the Issuer shall be Company is then subject to Section 13 or 15(d) of the Exchange Act and shall have filed all reports required to be filed pursuant to such Sections and the related rules and regulations of the CommissionAct. (kj) During the period of one year after the Closing Date or any Option Closing Date, neither if later, the Issuer nor any of the Guarantors will be, nor will any become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (l) None of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (m) The Issuer will not, and will not permit any person that is an affiliate of its subsidiaries to, and it will use its commercially reasonable efforts to not permit any of its other affiliates (as defined in Rule 144 under the Securities Act) at such time (or has been an affiliate within the three months preceding such time) to resell any of the Securities or the Underlying Securities which constitute “restricted securities” under Rule 144 that have been acquired reacquired by any of them. (nk) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities or Underlying Securities contemplated hereby. (o) To apply the net proceeds from the sale of the Securities in the manner described under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. (p) During the period of 90 days following the date hereof, the Company will not and will not permit any of its subsidiaries to, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any subsidiary of the Company or securities exchangeable for or convertible into debt securities of the Company or any subsidiary of the Company (other than as contemplated by this Agreement). (ql) The Issuer Company will deliver to each Initial Purchaser (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity CustomersCustomers to the extent required, together with copies of identifying documentation, and the Issuer Company undertakes to provide such additional supporting documentation as each Initial Purchaser may reasonably request in connection with the verification of the foregoing Certification. (m) The Company will use its best efforts to effect and maintain the listing of the Maximum Number of Ordinary Shares on the Nasdaq Global Select Market. (n) The Company will reserve and keep available at all times, free of preemptive rights, the Maximum Number of Ordinary Shares. Each of the Issuer and each Guarantor also agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Initial Purchasers, it will not, and the Company agrees that it will not permit any of its subsidiaries to, publicly disclose an intention to, during the period ending 60 days after the date of the Final Memorandum (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement or the issuance of any Underlying Securities upon exchange thereof, (B) the issuance by the Company of any Ordinary Shares upon the exercise of an option or warrant, the settlement of restricted stock units or the conversion of a security outstanding on the date hereof described in each of the Time of Sale Memorandum and the Final Memorandum, (C) the entry into, exercise of rights under, performance of obligations under, consummation of the transactions contemplated by and termination of, the Capped Call Confirmations, (D) grants of stock options, stock awards, restricted stock awards, restricted stock units or other equity awards and the issuance of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of an equity compensation plan in effect on the date hereof and described in the Time of Sale Memorandum and the Final Memorandum, or (E) the entry into an agreement providing for the issuance of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, and the issuance of any such securities pursuant to such an agreement, in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit or equity-based compensation plan or agreement assumed by the Company or any of its subsidiaries in connection with such acquisition, or (y) joint ventures, licensing arrangements, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Ordinary Shares issued or issuable pursuant to this clause (E) shall not exceed five percent (5%) of the Maximum Number of Ordinary Shares that may be issued pursuant to this Agreement and provided further that the Company shall cause each recipient of such shares to execute and deliver to the Representative, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit B hereto.