Annex I is hereby expressly made a part hereof. (b) The Notes will
be offered by approaching prospective Subsequent Pur- chasers on an individual
basis. No general solicitation or general advertising (within the
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23 meaning of Rule 502) will be used in the United States in connection with the
offering of the Notes. (c) Upon original issuance by the Issuer, and until such
time as the same is no longer required under the applicable requirements of the
Securities Act, the Notes (and all securities issued in exchange therefor or in
substitution thereof) shall bear the following legend: "THE SECURITY (OR ITS
PREDECESSOR) EVIDENCED HEREBY WAS ORIGI- NALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NO- TIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF TOWNSQUARE
THAT (A) SUCH SE- CURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(i) (a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REA- SONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
(c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF TOWNSQUARE SO REQUESTS), (ii) TO TOWNSQUARE,
OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUB-
SEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RE- SALE OF THE SECURITY EVIDENCED HEREBY." Following the sale of
the Notes by the Initial Purchasers to Subsequent Purchasers pursu- ant to the
terms hereof, the Initial Purchasers shall not be liable or responsible to the
Issuer for any losses, damages or liabilities suffered or incurred by the Issuer
including any losses, damag- es or liabilities under the Securities Act, arising
from or relating to any resale or transfer of any Note.
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24 SECTION 8. Indemnification. (a) Indemnification of the Initial Purchasers.