Gresham Capital CLO IV B.V. - Irish Stock Exchange

or any other governmental authority or agency passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offence.
2. Certification Upon Transfer. If required by the Trust Deed, the purchaser will, prior to any sale, pledge or
other transfer by it of any Note (or any interest therein), obtain from the transferee and deliver to the Issuer
and the Registrar a duly executed transferee certificate addressed to each of the Issuer and the Registrar in
the form of the relevant exhibit attached to the Trust Deed and such other certificates and other information
as the Issuer or the Registrar may reasonably require to confirm that the proposed transfer substantially
complies with the transfer restrictions set forth in the Trust Deed and described herein. In addition, each
investor that is a U.S. Person and acquiring an interest in a Global Note of any Class of Rated Notes or a
Class N Global Note will be required to execute and deliver to the Issuer and the Trustee a letter in the form
attached as an exhibit to the Trust Deed to the effect that such investor will not transfer such interest except
in compliance with the transfer restrictions set forth in the Trust Deed (including the requirement set forth
in such letter that any subsequent transferee execute and deliver such letter).
3. Minimum Denominations: Form of Notes. The purchaser agrees that no Note (or any interest therein) may
be sold, pledged or otherwise transferred in a denomination of less than the applicable Minimum
Denomination set forth in the Trust Deed and described herein.
4. Securities Law Limitations on Resale. The purchaser understands that the Notes have not been registered
under the Securities Act and, therefore, cannot be offered or sold in the United States or to any U.S. Person
(as defined in Rule 902(k) under the Securities Act) unless the Notes are registered under the Securities Act
or unless an exemption from registration is available. Accordingly, the certificates representing the Notes
bear a legend stating that such Notes have not been registered under the Securities Act and setting forth
certain of the restrictions on transfer of the Notes described herein. The purchaser understands that the
Issuer has no obligation to register any of the Notes under the Securities Act or to comply with the
requirements for any exemption from the registration requirements of the Securities Act (other than in the
case of the Rule 144A Notes to supply information specified in Rule 144A(d)(4) of the Securities Act as
required by the Trust Deed).
5. Rule 144A Notes. Each purchaser of Rule 144A Notes will be deemed to have represented and agreed as
follows:
(a) (i) it is a Qualified Institutional Buyer, (ii) it is acquiring such Notes for its own account or for the
account of a Qualified Institutional Buyer; and (iii) it is acquiring such Notes in reliance on the
exemption from registration under the Securities Act provided by Rule 144A thereunder;
(b) it understands that (i) the Notes are being offered only in a transaction not involving any public
offering in the United States within the meaning of the Securities Act and the Rule 144A Notes have
not been and will not be registered under the Securities Act, (ii) the Issuer has not registered and will
not register under the Investment Company Act and (iii) none of the Notes may be offered, sold,
pledged or otherwise transferred to any Person except as set forth herein and in the Trust Deed;
(c) it and each account with respect to which it exercises sole investment discretion (i) is a Qualified
Purchaser, (ii) is not formed for the purpose of investment in the Notes, unless all of its beneficial
owners are Qualified Purchasers, (iii) if it would be an investment company but for the exception in
Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, has not invested more than 40 per
cent. of its total assets in the Notes, (iv) is not a dealer referred to in paragraph (a)(1)(ii) of Rule 144A
unless it owns and invests on a discretionary basis at least $25 million in securities of issuers that are
not affiliated Persons of such dealer, (v) is not a plan referred to in paragraph (a)(1)(i)(D) or (E) of Rule
144A or a trust fund referred to in paragraph (A)(1)(i)(F) of Rule 144A that holds the assets of such
plan, unless investment decisions are made solely by the fiduciary, trustee or sponsor of such plan, (vi)
is purchasing the Notes in at least a minimum denomination of the applicable Minimum Denomination
set forth in the Trust Deed and (vii) will provide written notice of the foregoing and any other
applicable transfer restrictions to any transferee;
(d) it understands that (i) transfers in violation of the transfer restrictions herein will be of no force and
effect, will be void ab initio, and will not operate to transfer any rights to the transferee,
notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary and that
(ii) if the Issuer determines that any beneficial owner or holder of Notes that is a U.S. Person is not a
Qualified Institutional Buyer and a Qualified Purchaser, the Issuer will require that such beneficial
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