Common use of Purchase for Investment and Restrictions on Resales Clause in Contracts

Purchase for Investment and Restrictions on Resales. Each Purchaser: (a) acknowledges that (i) none of the Notes or the Guarantees have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) the Notes may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes in accordance with such restrictions and requirements; (f) represents that it is purchasing the Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each The Purchaser: (a) acknowledges that (i) none of the Notes or the Guarantees have not been or and will not be registered under the Securities Act or any state securities laws and may be offered or resold only if registered pursuant to the Laws provisions of the Securities Act or if an exemption from registration is available, (ii) the Issuer is under no obligation to register the Notes on behalf of the Purchaser or to assist the Purchaser in complying with any U.S. state or other jurisdiction relating to securities matters exemption from registration under the Securities Act, and (iiiii) the Notes may not be offered, sold, pledged or otherwise transferred except as set forth in compliance with the Transaction Documents Indenture, the provisions therein regarding transfers of the Notes and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters laws, the respective rules and in accordance with the restrictions regulations promulgated thereunder and requirements of the provisions of this Note Purchase Agreement, and will do so only in a transaction that complies with the Transaction Documents and Indenture, the legend provisions therein regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the legend regarding transfers of the Notes, and it will give to each Person to whom it transfers the Notes, in whole or in part, notice of the restrictions on transfer of the Notes and Notes; (c) agrees that it will only offer or sell (i) cause any Person to whom it intends to transfer the Notes to execute and deliver a resale confidentiality agreement substantially in the form attached to the Indenture, (ii) provide a copy of such agreement to the Issuer, and (iii) not make available any confidential information about the Issuer, the Parent, the Counterparty, the Licensed Products or NAI, to such Person until such resale confidentiality agreement is so executed and delivered and only in accordance with the such restrictions resale confidentiality agreement, and requirementsthe Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such resale confidentiality agreement set forth in the Indenture; (fd) represents that it is purchasing the Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of and (e) acknowledges that there is no active trading market for the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuermarket may ever exist.

Purchase for Investment and Restrictions on Resales. Each Purchaser:The Purchaser (on behalf of itself and any Affiliate thereof purchasing the Royalty Rights): (a) acknowledges that (i) none of the Notes or the Guarantees Royalty Rights have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Royalty Rights may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the NotesNotes or the Royalty Rights, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes or Royalty Rights is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes or Royalty Rights are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom which notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes or Royalty Rights for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) acknowledges and agrees that, as a condition to the transfer of any Notes and Royalty Rights, each transferee of such Notes and Royalty Rights shall not (nor shall any person on their behalf) circulate any invitation be deemed to acquire or apply for have given, and may be required expressly to give, the Notes or Conversion Shares assurances set forth in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002Section 4.3 as to itself; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the Royalty Rights and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes and the Royalty Rights in accordance with such restrictions and requirements;; and (fe) represents that it is purchasing the Notes and the Royalty Rights for investment purposes and not with a view to toward resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchasers reserve Purchaser reserves the right to sell resell or otherwise transfer the Notes and the Royalty Rights at any time in compliance with this Section 4.1 and in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each The Purchaser: (a) acknowledges that (i) none of the Original Class A Notes or the Guarantees have not been or and will not be registered under the Securities Act or the Laws securities laws of any U.S. state or other jurisdiction relating to securities matters and (ii) the Notes may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents Indenture and the legend regarding transfers on the its Original Class A Notes; (b) agrees that, if it should resell or otherwise transfer the Original Class A Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters laws, the respective rules and in accordance with the restrictions regulations promulgated thereunder and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes this Note Purchase Agreement, and only to a Person whom it reasonably believes, at the time any buy order for such Original Class A Notes is originated, is (i) the Issuer or a Subsidiary of the Issuersubsidiary thereof, (ii) for so long as such Original Class A Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside an Institutional Accredited Investor inside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Original Class A Notes for its own account or for the account of such an Institutional Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities ActAct or (iv) an Institutional Accredited Investor outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available), in each case unless consented to by the Issuer in writingand such offer, sale or other transfer occurs following the Resale Restriction Termination Date; (c) shall not (nor shall any person on their behalf) circulate any invitation agrees that it will give to acquire each Person to whom it transfers the Original Class A Notes, in whole or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes part, notice of the Companies (Jersey) Law 1991 or restrictions on transfer of the Companies (General Provisions) (Jersey) Order 2002Original Class A Notes; (d) agrees that it will cause any Person to whom it intends to transfer the Original Class A Notes to execute and deliver a resale confidentiality undertaking substantially in the form attached as Exhibit B to the Indenture and agrees not to make available or disclose any Information (as defined in Exhibit B to the form of confidentiality agreement attached hereto as Exhibit CIndenture) to any such Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes resale confidentiality undertaking is so executed and delivers a Confidentiality Agreement delivered (and the parties hereto acknowledge and agree that any information provided by the Purchasers Purchaser to any Person to whom it intends to transfer the Original Class A Notes that is provided after such Person executes and their delivers such resale confidentiality undertaking shall not, solely with respect to such information as may be provided to such Person, but not with respect to such information as may be retained by the Purchaser, be deemed “Information” for purposes of the confidentiality agreement referenced in Schedule 1, and the Purchaser and its Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes with respect to such information), and delivers the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such Confidentiality Agreement)resale confidentiality undertaking set forth in the Indenture; (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Original Class A Notes and contained in the legend regarding transfers on the Notes Indenture and agrees that it will only offer or sell the Original Class A Notes in accordance with such restrictions the Indenture and requirements;only to Permitted Holders; and (f) represents that it is purchasing the Original Class A Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each The Purchaser: (a) acknowledges that (i) none of the Original Class A Notes or the Guarantees have not been or and will not be registered under the Securities Act or the Laws securities laws of any U.S. state or any other jurisdiction relating to securities matters and (ii) the Notes may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents Private Placement Memorandum, the Indenture and the legend regarding transfers on the its Original Class A Notes, in compliance with such securities laws; (b) agrees that, if it should resell or otherwise transfer the Original Class A Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to foreign securities matters laws, the respective rules and in accordance with the restrictions regulations promulgated thereunder and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes this Note Purchase Agreement, and only to a Person whom it reasonably believes, at the time any buy order for such Original Class A Notes is originated, is (i) the Issuer or a Subsidiary of the Issuersubsidiary thereof, (ii) for so long as such Original Class A Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside an Institutional Accredited Investor inside the United States States, in an offshore transaction respect of which the Purchaser shall reasonably believe that at such time such entity and each other entity, if any, for whom such entity may be acting with respect to the Original Class A Notes has sufficient knowledge and experience in compliance with Rule 903 or 904 financial and business matters to be capable of Regulation S (if available) or (iv) an Accredited Investor evaluating the merits and risks of the purchase of the Original Class A Notes and is able and prepared to bear the economic risk of investing in and holding the Original Class A Notes, that is purchasing such Original Class A Notes for its own account or for the account of such an Institutional Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities ActAct or (iv) an Institutional Accredited Investor outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available), in each case unless consented to by the Issuer in writingand such offer, sale or other transfer occurs following the Resale Restriction Termination Date; (c) shall not (nor shall any person on their behalf) circulate any invitation agrees that it will give to acquire each Person to whom it transfers the Original Class A Notes, in whole or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes part, notice of the Companies (Jersey) Law 1991 or restrictions on transfer of the Companies (General Provisions) (Jersey) Order 2002Original Class A Notes; (d) agrees that it will cause any Person to whom it intends to transfer the Original Class A Notes to execute and deliver a resale confidentiality agreement with the Issuer substantially in the form attached to the Indenture and agrees not to make available any confidential information about the Issuer, the Parent, Inspire or disclose any Information (as defined Subject Products, including the Private Placement Memorandum, to such Person, and the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such resale confidentiality agreement set forth in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement)Indenture; (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Original Class A Notes described under the heading “Transfer Restrictions” in the Private Placement Memorandum and contained in the legend regarding transfers on the Notes Indenture and agrees that it will only offer or sell the Original Class A Notes in accordance with such restrictions section and requirements;the Indenture and only to Permitted Holders; and (f) represents that it is purchasing the Original Class A Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each The Purchaser: (a) acknowledges that (i) none neither the offer and sale of the Notes or nor the Guarantees issuance of the Warrants have been or nor will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Warrants may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the NotesNotes or the Warrants, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes or Warrants is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes or Warrants are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom which notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes or Warrants for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall acknowledges and agrees that, as a condition to the transfer of any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares the Warrants, each transferee of such Notes or Warrants shall be deemed to have given, and may be required expressly to give, the assurances set forth in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002Section 4.3 as to itself; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the Warrants and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes and the Warrants in accordance with such restrictions and requirements;; and (fe) represents that it is purchasing the Notes for investment purposes and not with a view to toward resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchasers reserve Purchaser reserves the right to sell resell or otherwise transfer the Notes at any time in compliance with this Section 4.1 and in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is . 3 Included in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuercertain purchasers’ agreements.

Purchase for Investment and Restrictions on Resales. Each Purchaser: (a) acknowledges that (i) none of the Notes Notes, the Warrants or the Guarantees have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Warrants may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the NotesNotes or the Warrants, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes or Warrants is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes or Warrants are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom which notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes or Warrants for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and Warrants and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes and the Warrants in accordance with such restrictions and requirements;; and (fd) represents that it is purchasing the Notes and the Warrants for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve such Purchaser reserves the right to sell the Notes or the Warrants at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the NotesNotes and the Warrants, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each Purchaser:The Purchaser (on behalf of itself or any Affiliate thereof purchasing the Royalty Rights): (a) acknowledges that (i) none of the Notes Notes, the Royalty Rights or the Guarantees have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Royalty Rights may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents Documents, the Confidentiality Agreement to which it is a party and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement Confidentiality Agreement attached hereto as Exhibit Cto Schedule 2) to any Person to whom the Purchasers intend Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers Purchaser and their its Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights that is provided after such Person executes and delivers such Confidentiality Agreement); (d) acknowledges and agrees that, as a condition to the transfer of any Notes or Royalty Rights, each transferee of Notes or Royalty Rights shall be deemed to have given, and may be required expressly to give, the assurances set forth in Section 4.3 as to itself; (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes in accordance with such restrictions and requirements;; and (f) represents that it is purchasing the Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve Purchaser reserves the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each The Purchaser: (a) acknowledges that (i) none of the Notes or the Guarantees Warrant have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Warrant may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the NotesNotes or the Warrant, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes or Warrant is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes or Warrant are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom which notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes or Warrant for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall acknowledges and agrees that, as a condition to the transfer of any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares the Warrant, each transferee of such Notes or Warrant shall be deemed to have given, and may be required expressly to give, the assurances set forth in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002Section 4.3 as to itself; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached hereto as Exhibit C) to any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers and their Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend to transfer (or any prospective purchaser of) the Notes that is provided after such Person executes and delivers such Confidentiality Agreement); (e) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and the Warrant and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes and the Warrant in accordance with such restrictions and requirements;; and (fe) represents that it is purchasing the Notes and the Warrant for investment purposes and not with a view to toward resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchasers reserve Purchaser reserves the right to sell resell or otherwise transfer the Notes and the Warrant at any time in compliance with this Section 4.1 and in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.

Purchase for Investment and Restrictions on Resales. Each Purchaser:The Purchaser (on behalf of itself or any Affiliate thereof purchasing the Royalty Rights): (a) acknowledges that (i) none of the Notes Notes, the Royalty Rights or the Guarantees have been or will be registered under the Securities Act or the Laws of any U.S. state or other jurisdiction relating to securities matters and (ii) neither the Notes nor the Royalty Rights may not be offered, sold, pledged or otherwise transferred except as set forth in the Transaction Documents and the legend regarding transfers on the Notes; (b) agrees that, if it should resell or otherwise transfer the Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act, the Laws of any applicable state or other jurisdiction relating to securities matters and in accordance with the restrictions and requirements of the provisions of the Transaction Documents Documents, the Confidentiality Agreement to which it is a party and the legend regarding transfers on the Notes and only to a Person whom it reasonably believes, at the time any buy order for such Notes is originated, is (i) the Issuer or a Subsidiary of the Issuer, (ii) for so long as such Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on Rule 144A, (iii) a Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available) or (iv) an Accredited Investor that is purchasing such Notes for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) shall not (nor shall any person on their behalf) circulate any invitation to acquire or apply for the Notes or Conversion Shares in any manner such that such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991 or the Companies (General Provisions) (Jersey) Order 2002; (d) agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement Confidentiality Agreement attached hereto as Exhibit Cto Schedule 2) to any Person to whom the Purchasers intend Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights until such intended transferee executes and delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that the Purchasers Purchaser and their its Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchasers intend Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights that is provided after such Person executes and delivers such Confidentiality Agreement); (ed) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Notes and Royalty Rights and the legend regarding transfers on the Notes and agrees that it will only offer or sell the Notes and the Royalty Rights in accordance with such restrictions and requirements;; and (fe) represents that it is purchasing the Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; however, the Purchasers reserve Purchaser reserves the right to sell the Notes at any time in accordance with applicable Laws, the restrictions and requirements contained in the Transaction Documents applicable to transfer of the Notes, the legend regarding transfer of the Notes and its investment objectives; (g) represents that it has a substantive, pre-existing relationship with the Issuer; (h) represents that it became aware of the Issuer’s offering of Notes, and the Notes were offered to it, solely by direct contact between the Purchasers, on the one hand, and the Issuer, on the other hand, and not by any other means, and each Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which each Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchasers in connection with investments in securities generally; and (i) represents, as of the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the Closing Date) of the Issuer.