iesy Repository GmbH - Irish Stock Exchange

BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.”
If you purchase Notes, you will also be deemed to acknowledge that the foregoing restrictions apply to holders of
beneficial interests in these Notes as well as to holders of these Notes.
(5) You acknowledge that the registrar will not be required to accept for registration of transfer any Notes
acquired by you, except upon presentation of evidence satisfactory to us and the registrar that the restrictions set forth
herein have been complied with.
(6) You acknowledge that:
(a) the Issuer, the Initial Purchasers and others will rely upon the truth and accuracy of your
acknowledgements, representations and agreements set forth herein and you agree that, if any of your
acknowledgements, representations or agreements herein cease to be accurate and complete, you will notify us
and the Initial Purchasers promptly in writing; and
(b) if you are acquiring any Notes as fiduciary or agent for one or more investor accounts, you represent
with respect to each such account that:
(i) you have sole investment discretion; and
(ii) you have full power to make the foregoing acknowledgements, representations and agreements.
(7) You agree that you will give to each person to whom you transfer these Notes notice of any restrictions on the
transfer of the Notes.
(8) If you are a purchaser in a sale that occurs outside the United States within the meaning of Regulation S, you
acknowledge that until the expiration of the “distribution compliance period” (as defined below), you shall not make
any offer or sale of these Notes to a U.S. person or for the account or benefit of a U.S. person within the meaning of
Rule 902 under the U.S. Securities Act. The “distribution compliance period” means the 40-day period following the
issue date for the Notes.
(9) You understand that no action has been taken in any jurisdiction (including the United States) by the Issuer or
the Initial Purchasers that would permit a public offering of the Notes or the possession, circulation or distribution of
this Prospectus or any other material relating to the Issuer or the Notes in any jurisdiction where action for that purpose
is required. Consequently, any transfer of the Notes will be subject to the selling restrictions set forth under “Plan of
Distribution.”
Each purchaser and subsequent transferee of a Note will be deemed to have represented and warranted that either (i) no
portion of the assets used by such purchaser or transferee to acquire and hold the Notes constitutes assets of any employee
benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any
plan, individual retirement account or other arrangement subject to Section 4975 of the Code or provisions under any federal,
state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively,
“Similar Law”), or any entity whose underlying assets are considered to include “plan assets” of any such plan, account or
arrangement or (ii) the purchase and holding of the Notes by such purchaser or transferee will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar
Law.
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