Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or “"blue sky” " laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company that (i) the Exercise Shares have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Company, and the Company has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of pursuant to its financing agreementsdocuments, (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Exercise Shares, (ix) pursuant to the Subscription Agreement and the Stockholders Agreement, the Common Stock will be subject to restrictions on transfer and to rights of third parties with respect thereto, and (ixx) a notation shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this the Subscription Agreement and the Stockholders Agreement, and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesUnits, (iiiii) the Shares Units must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Shares Units unless the Shares Units are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iviii) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Parent LLC and the Company Parent LLC has made no covenant to make Rule 144 available, (viv) when and if the Shares Units may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, if (v) except to the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144extent required by applicable law, (vi) the Company Parent LLC does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law Parent LLC or by the terms any of its financing agreementsdirect or indirect subsidiaries publicly available, (viivi) if the exemption afforded by Rule 144 is not available, sales of the Shares Units may be difficult to effect because of the absence of public information concerning the CompanyParent LLC, (viiivii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Units and (ixviii) a notation shall be made in the appropriate records of the Company Parent LLC indicating that the Shares Units are subject to restrictions on transfer set forth in this Agreement and, if the Company Parent LLC should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesUnits.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of ---------------------- advice from the Company that (i) the Exercise Shares have not been registered - under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the -- Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser --- Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently -- available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the - Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file -- reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption exception afforded by Rule 144 --- is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be -- made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company Holding that (i) the Shares have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if this Agreement, the Purchaser is deemed to be an “affiliate” of Stockholders Agreement and the Company within the meaning of Rule 144Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and Section 5 of the Registration Rights Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company Holding that (i) the offer and sale of the Shares hereby have not - been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market -- for the Shares, (iii) the Shares must be held indefinitely and the Purchaser --- must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule -- 144 promulgated under the Securities Act (“"Rule 144”") is not presently available -------- with respect to the sales of any securities of the Company Holding, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed - of without registration in reliance upon Rule 144, such disposition by an affiliate of Holding, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company -- Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of the financing agreements entered into by Holding and its financing agreementsSubsidiaries in connection with the Acquisition, as such may be amended from time to time (the "Financing Agreements"), (vii) if the exemption afforded by -------------------- --- Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Shares have not been registered under the Securities --- Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) --- Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be - disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales -- public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Act and (ixvii) a notation shall be made in the ----- appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Participant acknowledges receipt of advice from the Company that (i) the Shares have Restricted Stock has not been registered (or the equivalent) under the Securities Act or qualified under any state or non-U.S. securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesRestricted Stock, (iii) the Shares Restricted Stock must be held indefinitely and the Purchaser Participant must continue to bear the economic risk of the investment in the Shares Restricted Stock unless the Shares are Restricted Stock is subsequently registered under the Securities Act and such state or non-U.S. laws or an exemption from registration (or the equivalent) is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares Restricted Stock may be disposed of without registration in reliance upon Rule 144144 (or other applicable non-U.S. law), such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144rule, (vi) the Company does not plan to file reports with the Commission or other applicable securities regulatory authority or make public information concerning the Company publicly available unless required to do so by law or by the terms of its financing agreementsagreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares Restricted Stock may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend legends in the form heretofore set forth shall be placed on the certificates representing the Shares Restricted Stock and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are Restricted Stock is subject to restrictions on transfer set forth in this Agreement (including, but not limited to, the Stockholders Agreement as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesRestricted Stock.

Securities Law Matters. The sale of the Shares hereunder is being effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, available under Regulation D. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, except as contemplated by the Stockholders Agreement, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares Shares, unless the such Shares are subsequently registered under the Securities Act and such state laws or an exemption from such registration is available, or as contemplated by the Stockholders Agreement, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the CompanyAct, (viiivii) a restrictive legend legends in the form heretofore set forth in the Stockholders Agreement shall be placed on the certificates certificate representing the Shares and (ixviii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Employee acknowledges receipt of advice from and represents and warrants that the Company that Employee understands that: (i) the Shares have not been registered under the Securities Act or qualified under any state or non-United States securities or “blue sky” laws, ; (ii) it is not anticipated that there will be any public market for the Shares, ; (iii) the Shares must be held indefinitely and the Purchaser Employee must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act applicable securities and such state other laws or an exemption from registration is available, ; (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company and Shares, the Company has made no covenant to make Rule 144 available, (v) available and Rule 144 is not anticipated to be available in the foreseeable future; when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) and if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult without registration will require the availability of an exemption under the Securities Act; (v) except as set forth in Section 8, the Company is under no obligation to effect because of register the absence of public information concerning Shares or to make an exemption from registration available; and (vi) until such time as the Companyrestrictions on transferability set forth in this Agreement terminate, (viii) a restrictive legend in the form heretofore set forth shall be placed on the any certificates representing the Shares that makes clear that the Shares are subject to the restrictions on transferability set forth in this Agreement and (ix) a notation shall be made in the appropriate records of the Company or any transfer agent indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Sharesrestrictions.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Shares have not been registered under the Securities --- Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not ---- presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the --- Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not ---- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the CompanyAct, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ixvii) a notation shall be made ----- in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Employee acknowledges receipt of advice from the Company Holding that (i) the Shares have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser Employee must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if this Agreement, the Purchaser is deemed to be an “affiliate” of Stockholders Agreement and the Company within the meaning of Rule 144Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company International that (i) the Exercise Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company International and the Company International has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company International does not plan to file reports with the Commission or make public information concerning the Company International available unless required to do so by law or by the terms of its financing agreementsany Financing Agreements (as hereinafter defined), (vii) if the exemption exception afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the CompanyInternational, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company International indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company International should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company that (i) the i)the Exercise Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it ii)it is not anticipated that there will be any public market for the Exercise Shares, (iii) the iii)the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule iv)Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when v)when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the vi)the Company does not plan to file reports with the Commission commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if vii)if the exemption exception afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a viii)a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a ix)a notation shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Shares have not been registered under the Securities --- Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not ---- presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the --- Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not ---- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Act and (ixvii) a notation shall be made in ----- the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company Worldwide that (i) the Exercise Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Worldwide and the Company Worldwide has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Worldwide does not plan to file reports with the Commission or make public information concerning the Company Worldwide available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the CompanyWorldwide, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company Worldwide indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Worldwide should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “"affiliate” " of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Each Purchaser acknowledges receipt of advice from the Company Holding that (i) the Shares have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if this Agreement, the Purchaser is deemed to be an “affiliate” of Stockholders Agreement and the Company within the meaning of Rule 144Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and Section 5 of the Registration Rights Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Each Purchaser acknowledges receipt of advice from the Company Holdings that (i) the Shares Membership Interests have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesMembership Interests, (iii) the Shares Membership Interests must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares Membership Interests unless the Shares Membership Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Membership Interests, and the Company Holdings has made no covenant to make Rule 144 available, (v) when and if the Shares Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if this Agreement, the Purchaser is deemed to be an “affiliate” of LLC Agreement and the Company within the meaning of Rule 144Shareholders Agreement, (vi) the Company Holdings does not plan to file reports with the Commission or make public information concerning the Company Holdings available unless required to do so by law or by the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares Membership Interests may be difficult to effect because of the absence of public information concerning the CompanyHoldings, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Membership Interests and (ix) a notation shall be made in the appropriate records of the Company Holdings indicating that the Shares Membership Interests are subject to restrictions on transfer set forth in this the Letter Agreement and, if the Company Holdings should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesMembership Interests.

Securities Law Matters. The Purchaser acknowledges receipt of advice ---------------------- from the Company Holding that (i) the Shares have not been registered under the Securities - Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the -- Shares, (iii) the Shares must be held indefinitely and the Purchaser must --- continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under -- the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares - may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the Commission or make -- public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if --- the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be ---- placed on the certificates representing the Shares and (ix) a notation shall be -- made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (iI) the Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (iiII) it is not anticipated that there will be any public market for the Shares, (iiiIII) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the such Shares are subsequently registered under the Securities Act and such state laws or an exemption from such registration is available, (ivIV) Rule 144 promulgated under the Securities Act (“Rule "RULE 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (vV) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (viiVI) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the CompanyAct, (viiiVII) a restrictive legend legends in the form heretofore set forth in the Institutional Stockholders' Agreement shall be placed on the certificates certificate representing the Shares and (ixVIII) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company Holding that (i) the Deferred Shares and the Shares have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Deferred Shares and the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Deferred Shares and the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth in the Agreement referred to in Section 7 shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this the Agreement referred to in Section 7 and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company Holding that (i) the offer and sale of the Shares hereby have not - been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market -- for the Shares, (iii) the Shares must be held indefinitely and the Purchaser --- must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule -- 144 promulgated under the Securities Act (“"Rule 144”") is not presently available -------- with respect to the sales of any securities of the Company Holding, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed - of without registration in reliance upon Rule 144, such disposition by an affiliate of Holding, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company -- Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as defined below), (vii) if the exemption --- afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule "RULE 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “"affiliate” " of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser As of the date hereof and as of the date of the Class A Closing, Xxxxxxx warrants and covenants as set out below with respect to the CEDC Shares constituting the Share Consideration. (a) Xxxxxxx is an “accredited investor” within the specific definition of such term set forth in Rule 501(a)(5) of Regulation D under the Securities Act. (b) Xxxxxxx is acquiring the CEDC Shares constituting the Share Consideration for his own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; (c) Xxxxxxx understands, acknowledges receipt of advice from the Company that and agrees that: (i) on delivery at the Class A Closing, the CEDC Shares constituting the Share Consideration will not have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, Act; (ii) it the delivery of the CEDC Shares constituting the Share Consideration is not anticipated that there will be any public market for intended as a transaction qualifying under Section 4(2) of the Shares, Securities Act and Rule 506 of Regulation D promulgated thereunder; (iii) the CEDC Shares must constituting the Share Consideration may not be held indefinitely transferred or resold except pursuant to an effective registration statement or pursuant to an exemption from registration or pursuant to Regulation S (and, in either such case (A) in accordance with all United States federal or state, European Union and other applicable state and foreign securities laws and (B) the Purchaser must continue transferor/seller shall (1) have notified Parent of the proposed transfer/sale and shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed transfer/sale, provided that such detailed statement is kept confidential and is not disclosed to bear any other person until prior written consent from Xxxxxxx is given which explicitly authorizes the economic risk disclosure of the information in such detailed statement, or (2) provide Parent and Parent’s transfer agent with a legal opinion from independent internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to Parent and shall state that such transfer/sale is eligible under Rule 144 or is otherwise made in accordance with applicable securities laws); (iv) the CEDC Shares constituting the Share Consideration will be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” (d) Xxxxxxx did not learn of the investment in the CEDC Shares unless constituting the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales Share Consideration by means of any securities form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Xxxxxxx was invited by any of the Company foregoing means of communications. (e) Xxxxxxx acknowledges that Parent is relying on the representations, warranties and agreements contained in this Section 6.4 in delivering the Company has made no covenant CEDC Shares constituting the Share Consideration to make Rule 144 available, (v) when Xxxxxxx and if the Shares may be disposed of without registration would not engage in reliance upon Rule 144, such disposition can be made only transaction in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Companyrepresentations, (viii) a restrictive legend in warranties and agreements contained herein. Xxxxxxx further acknowledges and agrees that any obligation of Parent herein to deliver the form heretofore set forth shall be placed on Share Consideration to Xxxxxxx is conditioned upon the certificates representing the Shares and (ix) a notation shall be made in the appropriate records accuracy of the Company indicating that the Shares are subject to restrictions on transfer set forth representations, warranties and agreements in this Agreement and, Section 6.4 and Xxxxxxx agrees to notify Parent promptly in writing if the Company should any representation or warranty in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will this Section 6.4 ceases to be issued to such transfer agent with respect accurate and complete prior to the SharesClass A Closing.

Securities Law Matters. The Purchaser Key Employee acknowledges receipt of ---------------------- advice from the Company Holding that (i) the Deferred Shares and the Shares have not been - registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any -- public market for the Shares, (iii) the Deferred Shares and the Shares must be --- held indefinitely and the Purchaser Key Employee must continue to bear the economic risk of the investment in the Deferred Shares and the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the -- Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Shares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the Commission or make -- public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by --- Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a ---- restrictive legend in the form heretofore set forth in the Agreement referred to in Section 7 shall be placed on the certificates representing the Shares and (ix) a -- notation shall be made in the appropriate records of the Company Holding indicating that the Shares are subject to restrictions on transfer set forth in this the Agreement referred to in Section 7 and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Each Purchaser acknowledges receipt of advice from the Company Holdings that (i) the Shares and Note have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesShares or Notes, (iii) the Shares and Notes must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares and Notes unless the Shares or Notes are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Shares or Notes, and the Company Holdings has made no covenant to make Rule 144 available, (v) when and if the Shares or Notes may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, this Agreement and the Shareholders Agreement (if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144applicable), (vi) the Company Holdings does not plan to file reports with the Commission or make public information concerning the Company Holdings available unless required to do so by law or by the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares or Notes may be difficult to effect because of the absence of public information concerning the CompanyHoldings, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and Notes and (ix) a notation shall be made in the appropriate records of the Company Holdings indicating that the Shares are subject to restrictions on transfer set forth in this the Shareholders Agreement and, if the Company Holdings should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Company Company, and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition by an affiliate of the Company, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreementslaw, (vii) if the exemption afforded by Rule 144 is not generally available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice ---------------------- from the Company Holding that (i) the Exercise Shares have not been registered under the - Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for -- the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser --- Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is -- not presently available with respect to the sales of any securities of the Company Exercise Shares and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the - Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the -- Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not --- available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive ---- legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the -- appropriate records of the Company Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of ---------------------- advice from the Company that (i) the Exercise Shares have not been registered - under the Securities Act or qualified under any state securities or “"blue sky” " or non-U.S. securities laws, (ii) it is not anticipated that there will be any -- public market for the Exercise Shares, (iii) the Exercise Shares must be held --- indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect -- to the sales of any securities of the Company and the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Exercise Shares may - be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding -- does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements, (vii) if the exemption afforded by Rule 144 is not --- available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive ---- legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the -- appropriate records of the Company Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.

Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from the Company Holding that (i) the Exercise Shares have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company Exercise Shares and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.in

Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Shares have not been registered under the Securities - Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not -- anticipated that there will be any public market for the Shares, (iii) the --- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not -- presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not -- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the CompanyAct, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ixvii) a notation shall be made --- in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The Purchaser acknowledges ac knowledges receipt of ---------------------- advice from the Company that (i) the Shares have not been registered under the - Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) -- it is not anticipated that there will be any public market for the Shares, (iii) --- the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act -- (“"Rule 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in - reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not -- plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded --- by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Shares.

Securities Law Matters. The sale of the Shares hereunder is being effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, available under Regulation D. The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Shares, except as contemplated by the Stockholders Agreement, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares Shares, unless the such Shares are subsequently registered under the Securities Act and such state laws or an exemption from such registration is available, or as contemplated by the Stockholders Agreement, (iv) Rule 144 promulgated under the Securities Act (“Rule "RULE 144”") is not presently available with respect to the sales of any securities of the Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an “affiliate” of the Company within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning the CompanyAct, (viiivii) a restrictive legend legends in the form heretofore set forth in the Stockholders Agreement shall be placed on the certificates certificate representing the Shares and (ixviii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.