Common use of No Integration of Offerings or General Solicitation Clause in Contracts

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Issuers and Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company Company, the Guarantors nor any Guarantor of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Guarantors nor any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors and each Guarantor makes any no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any and each Guarantor makes any no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, their affiliates (as such term is defined in Rule 501(b) under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuers and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsIssuers, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors Issuers and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the GuarantorsIssuers, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuers and the Initial Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsIssuers, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Initial Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors Issuers and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Initial Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither The Company has not, and none of the Company nor any Guarantor hasCompany’s subsidiaries or Affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”)) have, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, any of their respective subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and Guarantors, any of their respective subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, the Guarantors or any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Guarantors or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, Guarantors or any of their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Nexstar Parties, the Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom none of the Nexstar Parties or the Guarantors make any representation or warranty) has, directly or indirectly, (i) solicited any offer to buy or offered to sell, and will notnor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates Act or (as such term is defined in Rule 501(bii) under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyNexstar Parties, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company Nexstar Parties nor any Guarantor makes the Guarantors make any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Nexstar Parties, each of the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company Nexstar Parties nor any Guarantor makes the Guarantors make any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of Acquisition, the Company nor or any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will notnone of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of Acquisition, the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “"Affiliate”")), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither Acquisition, the Company nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of Acquisition, the Company, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither Acquisition, the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of Acquisition, the Company and Company, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the GuarantorsIssuers, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuers and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsIssuers, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors Issuers and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act and, for the avoidance of doubt, including the Parent) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor or any Guarantor of its direct or indirect subsidiaries or, to the knowledge of the Company, any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective its affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act Act) (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantorsits Affiliates or, to their respective Affiliates or knowledge, any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective Company, its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company Issuers, the Initial Guarantors nor any Guarantor of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), nor any person acting on its or any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, the Initial Guarantors, or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor Issuers and the Initial Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, the Initial Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any Issuers and Initial Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuers, the Initial Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any Issuers and Initial Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor of the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantorsany Guarantor, their respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates Affiliates, or any person acting on any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither The Company agrees that it will not and will cause its Affiliates and subsidiaries not to make any offer or sale of securities of the Company nor or any Guarantor hasof its subsidiaries of any class if, directly as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in sale would render invalid (for the United States or to any United States citizen or resident, any security which is or would be integrated with purpose of (i) the sale of the Securities in a manner that would require by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to be registered under Subsequent Purchasers or (iii) the resale of the Securities Actby such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise. None of Neither the Company, the Guarantors, nor any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any representation make no representation, warranty or warrantycovenant) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, any of their respective subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation and the Guarantors make no representation, warranty or warrantycovenant) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and Guarantors, any of their respective subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation and the Guarantors make no representation, warranty or warrantycovenant) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company Delek Parties nor any Guarantor of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Delek Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Delek Parties or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any Delek Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsDelek Parties, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Delek Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and Delek Parties, or any of their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Delek Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the SecuritiesOffering, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its directors, officers or any entities controlled by or under common control with or that control the Company nor (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its directors, officers or any entities controlled by or under common control with or that control the Company nor (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning mean- ing of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the applicable offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, the Guarantors or any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Guarantors or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), Affiliates or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, or any of their respective Affiliates or any person acting on their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Issuer, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuer, the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities hereunder and as described in Offering Memorandum in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Issuer, the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuer, the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuer, the Guarantors and or their respective Affiliates and or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuer and the Guarantors make no representation or warranty) has complied and will comply with the applicable offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor any Guarantor or the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and will notnone of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliateaffiliate”)), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or engaged, and none of them will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or engaged, and none of them will engage engage, in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied complied, and each of them will comply comply, with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, or to its knowledge, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty), has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company Issuers, the Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Issuers nor the Guarantors make any Guarantor representation or warranty) has, directly or indirectly, (i) solicited any offer to buy or offered to sell, and will notnor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates Act or (as such term is defined in Rule 501(bii) under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company Issuers nor any Guarantor makes the Guarantors make any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuers, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company Issuers nor any Guarantor makes the Guarantors make any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor has, has directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “"Affiliate”")), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, the Guarantors, their respective Affiliates Affiliates, or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company and Company, the Guarantors Guarantors, and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “"Affiliate”)"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, the Guarantors, their respective Affiliates Affiliates, or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company and Company, the Guarantors Guarantors, and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuer, the Guarantors or their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuer and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, the Guarantors, Guarantors or their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuer and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, the Guarantors, Guarantors or their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuer, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor Issuer makes any no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, the Guarantors or any Guarantor hasof their respective subsidiaries or affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”)) have, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the offer, issuance and sale of the Securities to be registered under the Securities Act. None of the CompanyIssuers, the Guarantors, any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor Issuers and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, the Guarantors, any of their respective subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each the Issuers, the Guarantors, any of the Company and the Guarantors and their respective subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has have complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged offered, solicited offers to buy or will engage, in connection with sold the offering Securities by means of the Securities, in any form of general solicitation or general advertising within the meaning of (as those terms are used in Rule 502(c) 502 under the Securities Act). With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company Company, the Guarantors, nor any Guarantor of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, nor any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, nor any of their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issu- er, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any Guarantor person acting on its or any of their behalf (other than the Initial Pur- chasers, as to whom the Issuer makes no representation or warranty) has, directly or indirectlyindi- rectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or residentres- ident, any security which is or would be integrated with the sale of the Securities Notes in a manner that would require the Securities Notes to be registered under the Securities Act. None of the CompanyIssu- er, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors Issuer makes any no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation so- licitation or general advertising within the meaning of Rule 502(c) 502 of Regulation D under the Securities ActAct (“Rule 502”). With respect to those Securities Notes sold in reliance upon Regulation Regu- lation S, (i) none of the CompanyIssuer, the Guarantors, their respective its Affiliates or any person acting on its or any of their behalf be- half (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor Issuer makes any no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective Issuer, its Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor Issuer makes any representation no rep- resentation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S. (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as se- curities listed on a national securities exchange registered under Section 6 of the Ex- change Act or quoted in a U.S. automated interdealer quotation system. (d) The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memoran- dum, as of its date or (as amended or supplemented in accordance with Section 3(a), as

No Integration of Offerings or General Solicitation. Neither None of the Company, or, to the knowledge of the Company nor and the Guarantors, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to which the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither which the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, the Guarantors or their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any Guarantor person acting on each or any of their behalves (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, the Guarantors, Guarantors or their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), or any person acting on its each or any of their behalf behalves (other than the Initial Purchasers, as to whom neither the Company nor Issuers and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, the Guarantors, their respective Affiliates or affiliates nor any person acting on each or any of their behalf behalves (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuers, the Guarantors and Guarantors, their respective Affiliates affiliates and any person acting on each or any of their behalf behalves (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, the Subsidiary Guarantors, or any of their respective subsidiaries or affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Subsidiary Guarantors or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, Subsidiary Guarantors or any of their respective subsidiaries or Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Subsidiary Guarantors and any of their respective subsidiaries and Affiliates and any person acting on their its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S and, in connection therewith, the Pricing Disclosure Package and the Final Offering Memorandum will contain the disclosure required by Rule 902 of the Securities Act, and (iii) the sale of the Securities pursuant to Regulation S is not part of a plan or scheme to evade the registration requirements of the Securities Act.

No Integration of Offerings or General Solicitation. Neither None of the Company Delek Parties nor any Guarantor of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Delek Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Delek Parties or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors makes any Delek Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsDelek Parties, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Delek Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and Delek Parties, or any of their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Delek Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “"Affiliate”)"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, the Guarantors or any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, Guarantors or any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, Guarantors or any of their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuer, the Guarantor, any Guarantor of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuer and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, the Guarantors, any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuer and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuer, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuer and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company nor Issuers, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”) or any Guarantor person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the GuarantorsIssuers, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor Issuers and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the GuarantorsIssuers, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors Issuers and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any and the Initial Guarantor make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any Initial Guarantor make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any and the Initial Guarantor makes any make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any and the Initial Guarantor makes any make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902.

No Integration of Offerings or General Solicitation. Neither None of the Company, any of its Affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), any of its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither the Company nor any Guarantor of the Guarantors has, directly or indirectly, sold, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, sell in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective its affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “"Affiliate”"))) or any Guarantor, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, directly or indirectly, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates, the Guarantors, their respective Affiliates Guarantors or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, its Affiliates, the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither None of the Company, the Guarantors or any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company nor any Guarantor and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, nor any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, Guarantors or any of their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither The Company has not, and none of the Company nor any Guarantor hasCompany's subsidiaries or Affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate")) have, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, any of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”))subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any representation make no representation, warranty or warrantycovenant) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, any of their respective subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation and the Guarantors make no representation, warranty or warrantycovenant) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, the Guarantors and Guarantors, any of their respective subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any representation and the Guarantors make no representation, warranty or warrantycovenant) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither The Company and the Company nor any Guarantor hasGuarantors have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their its respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act Act) (each, an “"Affiliate”)"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Rayovac Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, the Guarantors, their respective Affiliates its Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Rayovac Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company Company, the Guarantors, and the Guarantors and their respective its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor and the Rayovac Guarantors makes any no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither The Company and the Company nor any Guarantor hasSubsidiary Guarantors have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Subsidiary Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “"Affiliate”)"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Subsidiary Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Subsidiary Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Subsidiary Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Subsidiary Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. Neither of the Company Companies nor any Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will notnone of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyCompanies, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “"Affiliate”)), ") or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither of the Company Companies nor the Guarantors any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyCompanies, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom neither of the Company Companies nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Companies, the Guarantors and Guarantors, their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom neither of the Company Companies nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902 under the Securities Act.

No Integration of Offerings or General Solicitation. Neither The Company and the Company nor any Guarantor hasGuarantors have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) 501 under the Securities Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Company nor and the Guarantors makes any make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, the Guarantors, their respective Affiliates Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes any and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company and Company, the Guarantors Guarantors, and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor and the Guarantors makes any no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.