Common use of Purchaser’s Representations, Warranties and Agreements Clause in Contracts

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes prior to the date which is 40 days after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note is transferred a notice substantially to the effect of this paragraph. (d) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (e) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Notes.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the ActS) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes or the Conversion Shares for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is not acquiring the Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Notes and/or the Conversion Shares prior to (x) the date which is 40 days 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the ActS), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes and/or the Conversion Shares. (ef) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the NotesNotes or the Conversion Shares.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes or the Conversion Shares for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is not acquiring the Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Notes and/or the Conversion Shares prior to (x) the date which is 40 days 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes and/or the Conversion Shares. (ef) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the NotesNotes or the Conversion Shares.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that: (a) it It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the ActS) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes Securities in any country or jurisdiction where action for that purpose is required. The Purchaser It is not acquiring the Notes Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser It is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States U.S. or any other applicable jurisdiction. (c) The It is an “accredited investor” as defined in Rule 501(a) under the Act and that it is not a registered broker-dealer under Section 15 of the Exchange Act. (d) It, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, and has so evaluated the merits and risks of such investment. It is able to bear the economic risk of an investment in the Notes and, at the present time, is able to afford a complete loss of such investment. (e) It is not purchasing the Notes as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (f) It has independently evaluated the merits of its decision to purchase the Notes pursuant to this Agreement. Other than the legal opinions issued pursuant to Section 7(e) hereof by the counsels to the Company, it has not relied on the business or legal advice of any person nor any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to Purchaser in connection with the transactions contemplated by this Agreement. (g) It acknowledges that the Controlling Shareholder may have material non public information (which may or may not be relevant to its consideration of an investment in the Notes) with respect to CSR, and that if it is provided with such non-public information it must keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR. (h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the CompanyCSR, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States U.S. within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (di) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144. (j) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the ActS), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States U.S. be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesSecurities. (e) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Notes.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (Ai) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes nor, unless in compliance with the Act, engage in hedging transactions involving such securities on or prior to the date which is 40 days one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (aA) to the Company, (bB) pursuant to a registration statement that has been declared effective under the Act, (cC) for so long as any Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (dD) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (eE) pursuant to any other available exemption from the registration requirements of the Act, and (Bii) agrees that it will give to each person to whom such Note is transferred a notice substantially to the effect of this paragraphparagraph . (d) The Purchaser acknowledges that the Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (ef) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Notes.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the ActS) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes or the Conversion Shares for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is acquiring the Notes and, upon conversion of the Notes, the Conversion Shares, for its own account and is not acquiring the Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser represents that it understands that the Notes and/or Conversion Shares may not be offered or sold in the United States or to any U.S. Person (as defined in Regulation S) within 40 days following the date the Notes are issued to the Purchaser by the Company and that the Notes and/or Conversion Shares shall bear a restrictive legend (and a stop-transfer order may be placed against transfer of such Notes and/or Conversion Shares) unless such Note and/or the Conversion Shares are sold pursuant to a registration statement that has been declared effective under the Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Act or any similar provision then in effect. (d) The Purchaser (A) agrees that it will not, offer, sell, assign or otherwise transfer any of the Notes and/or the Conversion Shares on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any and/or the Conversion Shares (i) in the absence of (1) an effective registration statement for the Notes prior to Securities under the date which is 40 days after the later of the date of the commencement of the offering Act and the date of original issuance (or of any predecessor of any Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), except (a) to the Companystate securities laws, (b2) pursuant to a registration statement that has been declared effective under in an offshore transaction meeting the Act, (c) for so long as any Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning requirements of Regulation S or (e3) an opinion of counsel, in a generally acceptable form, that registration is not required under the Act and applicable state securities laws or (ii) unless sold pursuant to any other available exemption from the registration requirements of Rule 144 under the Act; provided, however, in each case, the Notes and Conversion Shares may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S) within 40 days following the date the Notes are issued to the Purchaser by the Company, and (B) agrees that it will give to each person to whom such Note Security is transferred (other than a transfer pursuant to clause (A)(i)(1) or (A)(ii)) a notice substantially to the effect of this paragraphSection 8(d). (de) The Purchaser acknowledges that the Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act. (f) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the ActS), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes and/or the Conversion Shares. (eg) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the NotesNotes or the Conversion Shares.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes or the Conversion Shares for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser is not acquiring the Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Notes and/or the Conversion Shares prior to (x) the date which is 40 days 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes and/or the Conversion Shares. (ef) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the NotesNotes or the Conversion Shares. (g) Immediately upon Closing, the Purchaser shall return the Bridge Notes marked as “cancelled”.

Purchaser’s Representations, Warranties and Agreements. The Each Purchaser represents and warrants to the Company and the Controlling Shareholder that: (a) it The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes Securities in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto or unless such securities have been registered under the Act and applicable state securities laws. (b) It is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (bc) The Purchaser It is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States U.S. or any other applicable jurisdiction. (cd) The It is an “accredited investor” as defined in Rule 501(a) under the Act and that it is not a registered broker-dealer under Section 15 of the Exchange Act. (e) It, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant, and has so evaluated the merits and risks of such investment. It is able to bear the economic risk of an investment in the Warrant and, at the present time, is able to afford a complete loss of such investment. (f) It is not purchasing the Warrant as a result of any advertisement, article, notice or other communication regarding the Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (g) It has independently evaluated the merits of its decision to purchase the Warrant pursuant to this Agreement. It has not relied on the business or legal advice of any person nor any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to Purchaser in connection with the transactions contemplated by this Agreement. (h) It acknowledges that the Controlling Shareholder may have material non public information (which may or may not be relevant to its consideration of an investment in the Warrant) with respect to CSR, and that if it is provided with such non-public information it must keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR. (i) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the CompanyCSR, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States U.S. within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (dj) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144. (k) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the ActS), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States U.S. be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesSecurities. (e) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Notes.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that: (a) it is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes in any country or jurisdiction where action for that purpose is required. The Purchaser It is not acquiring the Notes for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the HY Notes) or one year (in the case of the Convertible Notes and the Conversion Shares) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Convertible Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (ef) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person Person, directly or indirectly, to sell, transfer transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Notes.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Parent and the Company that: (a) it It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Parent or the Company that would permit a public offering of the Notes Securities in any country or jurisdiction where action for that purpose is required. The Purchaser It is not acquiring the Notes Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Purchaser It is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants and the Warrant Shares) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Parent or the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (ef) The Notes Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person Person, directly or indirectly, to sell, transfer transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the NotesSecurities. (g) The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by the Documents, including, without limitation, the purchase of the Securities: (a) is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its Charter Documents or any amendment thereof; and (c) shall not violate, constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are in full force and effect) under or pursuant to (i) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound, or (ii) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder. (h) This Agreement and the other Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (i) The Purchaser has not engaged any broker, finder, commission agent or other similar person in connection with the transactions contemplated under the Documents, and the Purchaser is not under any obligation to pay any broker’s fee or commission in connection with such transactions.

Purchaser’s Representations, Warranties and Agreements. The Purchaser represents represents, warrants and warrants agrees to the Company that: (a) it The Purchaser is not a “"U.S. Person” " (as defined in Rule 902 of Regulation S under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes Securities in any country or jurisdiction where action for that purpose is required. The Purchaser is not acquiring the Notes Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject theretothereto or unless such securities have been registered under the Act and applicable state securities laws. (b) The Purchaser is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes Securities that it will not offer, sell or otherwise transfer any of the Notes such Securities prior to (x) the date which is 40 days after expiration of the applicable holding period under Rule 144 of the Act commencing from the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”)law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “"U.S. Persons” " (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (ed) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Note is transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Securities are "restricted securities" as defined in Rule 144 under the Act, and the resale of such Securities by the Purchaser must be made in accordance with Regulation S, the registration requirements under the Act or an exemption thereform. (e) No form of “"directed selling efforts” " (as defined in Rule 902 of Regulation S under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the NotesSecurities. (ef) The Notes Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the NotesSecurities. (g) The Purchaser will not, for a period of 90 days before the date set forth in Section 14.05(g) of each of the Indentures, engage in short selling of the Common Stock. (h) To do and perform all things required to be done and performed under the Transaction Documents prior to and after the Closing Date.

Purchaser’s Representations, Warranties and Agreements. The Purchaser Each Purchaser, severally and not jointly, represents and warrants to the Company and the Subsidiary Guarantor that: (a) it Such Purchaser is not a “"U.S. Person” " (as defined in Rule 902 of Regulation S under the Securities Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes Securities in any country or jurisdiction where action for that purpose is required. The Such Purchaser is not acquiring the Notes Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto. (b) The Such Purchaser is not acquiring the Notes Units with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. (c) The Such Purchaser (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Notes Securities prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Note Security proposed to be transferred by the such Purchaser) and (y) such later date, if any, as may be required by applicable law (the “"Resale Restriction Termination Date”"), except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as any Note Security is eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “"qualified institutional buyer” " as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “"U.S. Persons” " (within the meaning of Regulation S) that occur outside the United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, and (B) agrees that it will give to each person to whom such Note Security is transferred a notice substantially to the effect of this paragraph; provided that the Company, the Trustee, the registrar and the transfer agent with respect to such Security shall have the right prior to any such offer, sale or transfer pursuant to clause (d) prior to the end of the 40-day distribution compliance period (in the case of the Notes) or one-year distribution compliance period (in the case of Warrants), in each case within the meaning of Regulation S, or pursuant to clause (e) prior to the Resale Restriction Termination Date to require that an opinion of counsel, certifications and/or other information reasonably satisfactory to the Company, the Trustee, the registrar and the transfer agent with respect to such Security is completed and delivered by the transferor. (d) No form of “"directed selling efforts” " (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the such Purchaser or any of its representatives in connection with the offer and sale of any of the NotesUnits. (e) The Notes Units to be acquired by the such Purchaser will be acquired acquired, in the ordinary course of business, for investment for the such Purchaser’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person Person, directly or indirectly, to sell, transfer transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the NotesUnits.