Common use of Offering of Securities; Restrictions on Transfer Clause in Contracts

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Each of the Initial Purchasers acknowledge represents and warrants (as to itself only) that they are purchasing the Securities pursuant to it is a private sale exemption from registration QIB or an "accredited investor" (as defined in Rule 501 under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements ). Each of the Act. Each Purchaser represents and warrants Initial Purchasers agrees (as to and agrees with the Company itself only) that (i) neither it, any of its affiliates and (as defined in Rule 501 under the Act) nor any person acting on its or its affiliates behalf, have not solicited and will not solicit any offer to buy has offered or offer to sell the sold Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made U.S. persons in reliance on Regulation S under the Act (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) where neither it, its affiliates nor any person acting on its behalf has engaged in any "directed selling efforts" (as defined in Regulation S); provided, that, in the case of clause (B), in purchasing such Securities such persons are deemed to deliver either with have represented and agreed as provided under the confirmation of such resale or otherwise prior caption "Notices to settlement of such resale a notice substantially Investors" contained in the Memorandum (or, if the Memorandum is not in existence, in the most recent Memorandum); provided, further, that, notwithstanding the foregoing clause (B), Securities in registered form may be offered, sold and delivered in the United States pursuant to the following effect: "The preceding clause (A). Each of the Initial Purchasers acknowledges and agrees (as to itself only) that, except as permitted by this Agreement, it will not offer, sell or deliver any Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons Persons (i) as part of the such Initial Purchaser's distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering of the Notes and the latest closing datelast original issue date of the Notes and that it will send to each dealer or other person receiving a selling concession, except fee or other remuneration to which it sells Notes in either case in accordance with reliance on Regulation S under during such 40-day period a confirmation or other notice setting forth the restrictions on offers and sales of the Securities Act. Terms used above have within the meaning given them by Regulation S."United States or to, or for the account or benefit of, U.S. Persons.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements Each of the Act. Each Purchaser Initial Purchasers represents and warrants (as to and itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Company (as to itself only) that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, (x) persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Act that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale U.S. persons ("foreign purchasers," ------------------ which term shall include dealers or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made other professional fiduciaries in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or totrust)); provided, or for however, -------- ------- that, in the account or benefit ofcase of this clause (B), U.S. in purchasing such Securities such persons (i) are deemed to have represented and agreed as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S provided under the Securities Act. Terms used above have caption "Transfer Restrictions" contained in the meaning given them by Regulation S."Final Memorandum.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser severally represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have such Initial Purchaser has not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs qualified institutional buyers (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIBqualified institutional buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and 144A, (B) Foreign Purchasers persons who it reasonably believes to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D), and who provide to it a letter substantially in the form of Exhibit A hereto or (C) persons to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A heretothereunder. Each Initial Purchaser agreesalso severally represents and warrants and agrees that such Initial Purchaser has offered and will offer to sell the Securities only to, with respect and has solicited and will solicit offers to resales made buy the Securities only from, persons that in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of purchasing such Securities has been made will be deemed to have represented and agreed as provided under "Investor Representations and Restrictions on Resale" in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Exhibit B hereto.

Offering of Securities; Restrictions on Transfer. Each Initial Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser acknowledges and agrees with the Company as to itself only that (ai) The ------------------------------------------------ Purchasers acknowledge that they are the Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Securities Notes pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the such Act and may it is not be offered acquiring the Notes with a view to any distribution thereof or sold within with any intention of offering or selling the Notes in a transaction that would violate such Act or the securities laws of any state in the United States or to, any other applicable jurisdiction in which it offers or for sells Notes or distributes the account Preliminary Offering Memorandum or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees with the Company that Offering Memorandum; (iiii) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DSecurities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) persons who it whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."144A.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and warrants to and that it is a QIB. The Initial Purchaser agrees with the Company Issuers that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DSecurities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) in the case of offers inside the United States (x) persons who it whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such the person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Memorandum and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale U.S. persons ("foreign purchasers," which term shall include dealers or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made other professional fiduciaries in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or totrust)); PROVIDED, or for HOWEVER, that, in the account or benefit ofcase of this clause (B), U.S. in purchasing such Securities such persons (i) are deemed to have represented and agreed as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S provided under the Securities Act. Terms used above have caption "Notice to Investors" contained in the meaning given them by Regulation S."Final Memorandum (or, if the Final Memorandum is not in existence, the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. Each Initial Purchaser represents and warrants that it is a QIB. Each Initial Purchaser agrees with the Company as to itself only that (ai) The ------------------------------------------------ Purchasers acknowledge is not acquiring the Notes with a view to any distribution thereof that they are purchasing would violate the Securities pursuant to a private sale exemption from registration under Act or the Act, and that the Securities have not been registered under the Act and may not be offered or sold within securities laws of any state of the United States or toany other applicable jurisdiction, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees with the Company that (iii) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DSecurities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and Act; (iiiii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) persons who it within the United States whom such Initial Purchaser reasonably believes believe to be QIBs (or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it such Initial Purchaser that each such account is a QIB), to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A 144A, and (Biv) Foreign Purchasers to whomit has not distributed, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date Closing Date (and, if any Optional Notes are purchased, the Additional Closing Date) or completion of commencement the distribution of the Notes, will not distribute any free writing prospectus, as defined in the Securities Act, in connection with the offering and sale of the latest closing date, except in either case in accordance with Regulation S under Notes other than the Time of Sale Memorandum and the Offering Memorandum. The Initial Purchasers acknowledge that the Securities Act. Terms used above have will be subject to restrictions on transfer as described in the meaning given them by Regulation S."Time of Sale Memorandum.

Offering of Securities; Restrictions on Transfer. (a) A. The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S under the Act ("Regulation S"), by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who whom it reasonably believes to be QIBs qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and 144A, (B) Foreign Purchasers a limited number of persons whom it reasonably believes to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D), and who provide to it a letter in the form of Exhibit B hereto or (C) persons to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities or the Common Stock issuable upon conversion thereof under the Act in reliance upon Regulation S thereunder S. The Initial Purchaser also represents and warrants and agrees that it has offered and will offer to sell the Securities only to, and has solicited and will solicit offers to buy the Securities only from, persons who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of purchasing such Securities has been made will be deemed to have represented and agreed as provided under "Investor Representations and Restrictions on Resale" in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Exhibit D hereto.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Each of the Initial Purchasers acknowledge represents and warrants (as to itself only) that they are purchasing the Securities pursuant to it is a private sale exemption from registration "Qualified Institutional Buyer" (as defined in Rule 144A promulgated under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements ) (a "QIB"). Each of the Act. Each Purchaser represents and warrants to and Initial Purchasers agrees with the Company Issuer (as to itself only) that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, (x) persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) Foreign Purchasers in the case of offers outside the United States, to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the Securities under the Act United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") under the Act provided, however, that, in the form case of Exhibit A hereto. Each Purchaser agreesthis clause (B), with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of purchasing such Securities has been made in reliance upon the exemption from the registration requirements of the Act such persons are deemed to have represented and agreed as provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933caption "Transfer Restrictions" contained in the Final Memorandum (or, as amended (if the "Securities Act") and may Final Memorandum is not be offered and sold within in existence, in the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and warrants to and that it is a QIB. The Initial Purchaser agrees with the Company Issuers that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DSecurities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) in the case of offers inside the United States (x) persons who it the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale U.S. persons (“foreign purchasers,” which term shall include dealers or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made other professional fiduciaries in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, that it has not solicited and will not solicit offers for the Securities from, and will not offer the Securities to, or for the account or benefit of, U.S. persons (i) as part a resident of the distribution thereof at any time Canada or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing datewithin Canada, except those persons that Initial Purchaser reasonably believes are “accredited investors” or “sophisticated purchasers” (as defined under applicable Canadian Securities Laws); provided, further, that, in either the case of this clause (B), in accordance with Regulation S purchasing such Securities such persons are deemed to have so represented and agreed as provided under the Securities Act. Terms used above have captions “Notice to Investors” and (with respect to the meaning given them Canadian Offering Memorandum) “Representation and Agreement by Regulation S."Purchasers” contained in the Final Memorandum.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and warrants to and that it is a QIB. The Initial Purchaser agrees with the Company (as to itself only) that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, persons who it whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers in the case of offers outside the United States, to whompersons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under circumstances whichthe caption "Notice to Investors" contained in the Final Memorandum. latixx X; and (iv) it agrees that, at or prior to confirmation of sales of the Securities, it reasonably believes offers and sales of will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities may be made without registration of from it during the Securities under the Act in reliance upon Regulation S thereunder and who provide to it restricted period a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. United States Securities Act of 1933, as amended 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof of the Securities at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing datedate of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by in Regulation S."" Terms used in this Section 8 and not defined in this Agreement have the meanings given to them in Regulation S.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities Units only to, to (A) in the case of offers inside the United States, (x) persons who it whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) ("Accredited Investors") reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Exhibit A to the Final Memorandum and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through U.S. persons -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale United States acting on a discretionary basis for foreign beneficial owners (other than an estate or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made trust) in reliance on Regulation SS of the Securities Act. The Initial Purchaser represents and warrants that it is an Accredited Investor, with such knowledge and experience in financial and business matters as are necessary in order to deliver either evaluate the merits and risks of an investment in the Securities. The Initial Purchaser agrees to comply with the confirmation applicable provisions of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933Rule 144A, as amended (the "Securities Act") Rule 144 and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Act and will offer and sell the Securities Actonly in compliance such provisions. Terms used above have The Initial Purchaser hereby acknowledges that the meaning given them by Regulation S."Company and, for purposes of the opinions to be delivered to the Initial Purchaser pursuant to Section 7(a) hereof, counsel to the Company will rely upon the accuracy and truth of the representations contained in this Section 8 and the Initial Purchaser hereby consents to such reliance.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Initial Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees agree with the Company Issuers that (i) it, its affiliates and any person acting on its or its affiliates behalf, they have not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and Act; (ii) it has solicited they have and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers in the case of offers outside the United States, to whompersons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum); (iii) they have not offered or sold and, prior to the date six months after the date of issuance of the Notes, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which, it reasonably believes offers which have not resulted and sales will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities may Regulations 1995 (as amended); (iv) they have only communicated or caused to be made without registration communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Securities under Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the Financial Services and Markets Act in reliance upon Regulation S thereunder of 2000 does not apply to us or the Guarantors; and who provide to it a letter (a "Regulation S Letter"v) in they have complied and will comply with all applicable provisions of the form of Exhibit A hereto. Each Purchaser agrees, Financial Services and Markets Xxx 0000 with respect to resales made anything done by it in reliance on Rule 144Arelation to the Notes in, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within involving the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Kingdom.

Offering of Securities; Restrictions on Transfer. (aEach of the Initial Purchasers, severally and not jointly, represents and warrants that it is a QIB and an “accredited investor” within the meaning of Rule 501(a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing of Regulation D of the Securities pursuant Act (“Regulation D”). Each of the Initial Purchasers acknowledges and agrees with the Company as to a private sale exemption from registration under itself only that (i) the ActNotes, the Guarantees and that the Securities Underlying Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to an another exemption from from, or in a transaction not subject to the registration requirements of the Securities Act. Each Purchaser represents ; (ii) it is purchasing the Notes and warrants the Guarantees pursuant to a private sale exemption from registration under such Act and agrees it is not acquiring the Notes and the Guarantees with the Company intention of offering or selling the Notes and the Guarantees in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes and Guarantees or distributes the Disclosure Package or the Offering Memorandum; (iiii) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within the meaning of as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) persons who it whom such Initial Purchasers reasonably believes to be believe are QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it such Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions meeting the requirements under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."144A.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements Each of the Act. Each Purchaser Purchasers, severally and not jointly, represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy or buy, and has not offered and will not offer to sell sell, the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs qualified institutional buyers (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIBqualified institutional buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and 144A, (B) Foreign Purchasers persons who it reasonably believes to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D), and who provide to it a letter in the form of Exhibit A hereto or (C) persons to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A heretothereunder. Each Purchaser agreesof the Purchasers also represents and warrants and agrees that it has offered and will offer to sell the Securities only to, with respect and has solicited and will solicit offers to resales made buy the Securities only from, persons that in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of purchasing such Securities has been made will be deemed to have represented and agreed as provided under "Investor Representations and Restrictions on Resale" in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Exhibit B hereto.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements Each of the Act. Each Purchaser represents and warrants to and Initial Purchasers agrees with the Company (as to itself only) that (i) itit is an institutional “accredited investor” within the meaning of Rule 501(a) under Regulation D under the Act; (ii) in connection with offers of the Securities purchased by such Initial Purchaser hereunder on the terms set forth in the Pricing Disclosure Package and the Final Memorandum, its affiliates it will solicit offers to buy the Securities only from, and any person acting will offer to sell and will sell the Securities only to, the Eligible Purchasers (as defined below) in accordance with this Agreement and on its or its affiliates behalf, have the terms contemplated by the Pricing Disclosure Package and the Final Offering Memorandum; (iii) it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers in the case of offers outside the United States, to whompersons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in compliance with Regulation S; provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities agreed as provided under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") caption “Transfer Restrictions” contained in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933Pricing Disclosure Package , as amended and supplemented to the Time of Execution (the "Securities Act"each person specified in clauses (A) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (iB) being referred to herein as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."an “Eligible Purchaser”).

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Each of the Initial Purchasers acknowledge agrees with the Issuers (as to itself only) that they (i) it is either a QIB or an “accredited investor” within the meaning of Rule 501(a) under Regulation D under the Act, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Securities; (ii) it is purchasing the Securities pursuant to a private sale exemption exempt from registration under the Act; (iii) in connection with offers of the Securities purchased by such Initial Purchaser hereunder on the terms set forth in the Final Memorandum, as amended or supplemented, will solicit offers to buy the Securities only from, and that will offer to sell and will sell the Securities have not been registered under the Act and may not be offered or sold within the United States or only to, or for the account or benefit of, U.S. persons except pursuant to an exemption from Eligible Purchasers (as defined below) in accordance with this Agreement and on the registration requirements of terms contemplated by the Act. Each Purchaser represents and warrants to and agrees with the Company that Final Memorandum; (iiv) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, persons who it whom the Initial Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form case of Exhibit A hereto. Each Purchaser agreesoffers outside the United States, with respect to resales made in reliance on Rule 144A, persons other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale U.S. persons (“non-U.S. purchasers,” which term shall include dealers or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made other professional fiduciaries in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or totrust)); provided, or for however, that, in the account or benefit ofcase of this clause (B), U.S. in purchasing such Securities such persons (i) are deemed to have represented and agreed as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S provided under the Securities Act. Terms used above have caption “Transfer Restrictions” contained in the meaning given them by Regulation S."Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum) (each person specified in clauses (A) and (B) being referred to herein as an “Eligible Purchaser”).

Offering of Securities; Restrictions on Transfer. (a) The Purchasers ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit willsolicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements Each of the Act. Each Purchaser Initial Purchasers represents and warrants (as to and itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Company (as to itself only) that (i) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and Act; (ii) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, to (A) in the case of offers inside the United States, persons who it whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A 144A, and (B) Foreign Purchasers in the case of offers outside the United States, persons other than "U.S. persons" (as defined in Regulation S) ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to whomhave represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum); (iii) it will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Securities from it or any its affiliates, as the case may be, in the United States that the Securities (A) have not been and will not be registered under circumstances whichthe Act, it reasonably believes offers and sales of Securities may be made (B) are being sold to such persons without registration of the Securities under the Act in reliance upon on Rule 144A or in accordance with another exemption from registration under the Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to SDI Acquisition and, at and after the Effective Time, the Company, (2) outside the United States in accordance with Regulation S thereunder and who provide or (3) inside the United States in accordance with (x) Rule 144A to it a letter (person whom such Initial Purchaser reasonably believes is a "Regulation S Letter") in QIB that is purchasing such Securities for its own account or for the form account of Exhibit A hereto. Each Purchaser agreesa QIB to whom notice is given that the offer, with respect to resales sale or transfer is being made in reliance on Rule 144A144A or (y) pursuant to another available exemption from registration under the Act; and (iv) it will cause to be mailed to each purchaser of the Securities, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either in connection with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements original distribution of the Act provided by Rule 144A. Each Purchaser agreesSecurities, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part copy of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Final Memorandum.

Offering of Securities; Restrictions on Transfer. (aThe Initial Purchaser represents and warrants that it is a QIB and an “accredited investor” within the meaning of Rule 501(a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing of Regulation D of the Securities pursuant Act (“Regulation D”). The Initial Purchaser acknowledges and agrees with the Company as to a private sale exemption from registration under itself only that (i) the ActNotes, the Guarantees and that the Securities Underlying Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to an another exemption from from, or in a transaction not subject to the registration requirements of the Securities Act. Each Purchaser represents ; (ii) it is purchasing the Notes and warrants the Guarantees pursuant to a private sale exemption from registration under such Act and agrees it is not acquiring the Notes and the Guarantees with the Company intention of offering or selling the Notes and the Guarantees in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes and Guarantees or distributes the Disclosure Package or the Offering Memorandum; (iiii) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within the meaning of as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) persons who it whom the Initial Purchaser reasonably believes to be are QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions meeting the requirements under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."144A.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants to and agrees with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, have not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and 144A, (B) persons who it reasonably believes to be Institutional Accredited Investors, and who provide to it a letter (an "Accredited Investor Letter") in the form of Exhibit A hereto or (C) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A B hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, S. to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."

Offering of Securities; Restrictions on Transfer. Each Initial Purchaser represents and warrants with respect to offers and sales outside the United States that (ai) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities pursuant to a private sale exemption from registration under the Actor has in its possession or distributes any Memorandum or any such other material, and that in all cases at its own expense; (ii) the Securities have not been registered under the Act and may will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents ; (iii) it has offered the Notes and warrants to will offer and agrees sell the Notes (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with the Company that (i) itRule 903 of Regulation S and, its affiliates and accordingly, neither it nor any person persons acting on its behalf have engaged or its affiliates behalf, have not solicited and will not solicit engage in any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising directed selling efforts (within the meaning of Regulation DS) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on the Securities, and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; and (iv) it agrees that, by means at or prior to confirmation of sales of any directed selling efforts and (ii) it has solicited and will solicit offers to buy the Securities only from, and has offered and will offer, sell or deliver the Securities only to, (A) persons who it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances whichSecurities, it reasonably believes offers and sales of will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities may be made without registration of from it during the Securities under the Act in reliance upon Regulation S thereunder and who provide to it restricted period a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. United States Securities Act of 1933, as amended 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof of the Securities at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing datedate of the offering, except in either case in accordance with Regulation S (or Rule 144A if available), under the Securities Act. Terms used above have the meaning given to them by in Regulation S."" Terms used in this Section 8 and not defined in this Agreement have the meanings given to them in Regulation S.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements Each of the Act. Each Purchaser Initial Purchasers represents and warrants to to, and agrees with with, the Company that (i) itit is a Qualified Institutional Buyer (as defined in Rule 144A under the Act) with such knowledge and experience in financial and business matters as are necessary in order to evaluate the events and risks of an investment in the Securities, its affiliates and (ii) it is not acquiring the Convertible Preferred Stock with a view to any person acting on its distribution thereof that would violate the Act or its affiliates behalfthe securities laws of any state, have (iii) it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities Convertible Preferred Stock by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (iiAct;(iv) it has solicited and will solicit offers to buy for the Securities Convertible Preferred Stock only from, and has offered will offer and will offer, sell or deliver the Securities Convertible Preferred Stock only to, to (Ax) persons who whom it reasonably believes to be QIBs Qualified Institutional Buyers or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it the Initial Purchasers that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (y) a limited number of institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Act, that prior to their purchase of the Shares, deliver to such Initial Purchaser a letter containing the representations and agreements set forth in Annex A to the Final Memorandum, and (Bv) Foreign Purchasers to whom, it has and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration will comply with all provisions of the Securities federal securities laws and the rules and regulations of the Commission thereunder in connection with the offering of the Shares contemplated herein and the applicable provisions set forth under the Act in reliance upon Regulation S thereunder captions "Transfer Restrictions" and who provide to it a letter (a "Regulation S Letter") Private Placement" in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Final Memorandum.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser acknowledges and agrees with the Company and each of the Guarantors as to itself only that (ai) The ------------------------------------------------ Purchasers acknowledge that they are the Notes and the Guarantees and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Securities Notes and the Guarantees pursuant to a private sale exemption from registration under such Act and it is not acquiring the Act, Notes and the Guarantees with the intention of offering or selling the Notes and the Guarantees in a transaction that would violate the Securities have not been registered under Act or the Act and may not be offered or sold within securities laws of any state in the United States or to, any other applicable jurisdiction in which it offers or for sells Notes and the account Guarantees or benefit of, U.S. persons except pursuant to an exemption from distributes the registration requirements of Disclosure Package or the Act. Each Purchaser represents and warrants to and agrees with the Company that Offering Memorandum; (iiii) it, its affiliates and any person acting on its or its affiliates behalf, have it has not solicited and will not solicit any offer to buy offers for, or offer to sell or sell, the Securities by means of any form of general solicitation or general advertising (within as those terms are used in Regulation D under the meaning of Regulation DSecurities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts Act; and (iiiv) it has solicited and will solicit offers to buy for the Securities only from, and has offered and will offer, sell or deliver offer the Securities only to, (A) persons who it whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A under the Securities Act and, in each case, in transactions under Rule 144A and (B) Foreign Purchasers to whom, and under circumstances which, it reasonably believes offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder and who provide to it a letter (a "Regulation S Letter") in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."144A.

Offering of Securities; Restrictions on Transfer. (a) The ------------------------------------------------ Purchasers acknowledge that they are purchasing the Securities pursuant to a private sale exemption from registration under the Act, represent and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents and warrants warrant to and agrees agree with the Company that (i) it, its affiliates and any person acting on its or its affiliates behalf, they have not solicited and will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Securities to be sold in reliance on Regulation S, by means of any directed selling efforts and (ii) it has they have solicited and will solicit offers to buy the Securities only from, and has have offered and will offer, sell or deliver the Securities only to, (A) persons who it they reasonably believes believe to be QIBs qualified institutional buyers (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it them that each such account is a QIBqualified institutional buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and 144A, (B) Foreign Purchasers persons who they reasonably believe to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D), and who provide to them a letter in the form of Exhibit A hereto or (C) persons to whom, and under circumstances which, it they reasonably believes believe offers and sales of Securities may be made without registration of the Securities under the Act in reliance upon Regulation S thereunder thereunder. The Purchasers also represent and who provide warrant and agree that they have offered and will offer to it a letter (a "Regulation S Letter") sell the Securities only to, and have solicited and will solicit offers to buy the Securities only from, persons that in the form of Exhibit A hereto. Each Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the National Association of Securities Dealers, Inc. PORTAL Market, of any Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of purchasing such Securities has been made will be deemed to have represented and agreed as provided under "Investor Representations and Restrictions on Resale" in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A. Each Purchaser agrees, with respect to resales made in reliance on Regulation S, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S."Exhibit B hereto.