Common use of Regulation S Representations and Restrictions Clause in Contracts

Regulation S Representations and Restrictions. (a) Such Shareholder (1) is domiciled outside the United States; (2) is not a U.S. Person as defined in Rule 902 of Regulation S, is acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee or agent, and not for the account or benefit of any U.S. Person; and (3) represents and warrants that at the time of the Closing, such Shareholder and any Person acting on such Shareholder’s behalf in connection therewith will be located outside the United States. (b) Such Shareholder has been advised and acknowledges: (1) that the Buyer Common Stock has not been, and when issued will not be, registered under the Securities Act, as amended, the securities laws of any state of the United States or the securities laws of any other country; (2) that in issuing the Buyer Common Stock to such Shareholder pursuant hereto, Buyer is relying upon the exemption from registration provided by Regulation S under the Securities Act; (3) that it is a condition to the availability of the Regulation S safe harbor that the Buyer Common Stock not be offered or sold in the United States or to a U.S. Person until the expiration of a period of twelve months following their issuance to such Shareholder, provided, however, that such period shall be reduced to six months upon the consummation of the Buyer IPO (the “Distribution Compliance Period”); (4) that prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if the offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person; (5) that the foregoing restrictions are binding upon subsequent transferees of the Buyer Common Stock except for transferees pursuant to an effective registration statement; and (6) that after the Distribution Compliance Period, the Buyer Common Stock may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this Agreement and pursuant to applicable securities laws. (c) Such Shareholder covenants that, with respect to the Buyer Common Stock, until the expiration of the Distribution Compliance Period, the Shareholder, its agents or representatives will not solicit offers to buy, offer for sale or sell any of the Buyer Common Stock or any beneficial interest therein in the United States or to or for the account of a U.S. Person. Notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (d) Such Shareholder understands that the Buyer Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Securities Act inasmuch as they are being acquired from Buyer in a transaction pursuant to Regulation S. Under applicable laws and regulations, the Buyer Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that although Rule 144 is not exclusive, the United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (e) Such Shareholder has not engaged in, nor is such Shareholder aware that any party has engaged in, and such Shareholder covenants that it will not engage in or cause any third party to engage in, any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Buyer Common Stock. Such Shareholder is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (f) Such Shareholder covenants that such Shareholder will not engage in hedging transactions (within the meaning of Rule 903(b)(3)(iii)(B)(4) of Regulation S) with regard to the Buyer Common Stock unless in compliance with the Securities Act. (g) Such Shareholder understands that the Buyer Common Stock will bear legends substantially in the following forms: Regulation S Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE DATE THAT IS THE FIRST ANNIVERSARY OF THE ISSUANCE DATE, (THE “DISTRIBUTION COMPLIANCE DATE”), THE SECURITIES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SUCH SECURITIES PRIOR TO THE DISTRIBUTION COMPLIANCE DATE MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” Other Securities Act Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL” (h) The certificates evidencing the Buyer Common Stock shall also bear any legend required pursuant to any state, local or foreign law governing such securities. (i) Such Shareholder acknowledges that the only “offering material or document” (within the meaning of Rule 902(g)(2) of Regulation S) provided to such Shareholder in connection with the issuance of the Buyer Common Stock and the transactions contemplated by this Agreement was this Agreement and the term sheet dated November 19, 2013.

Regulation S Representations and Restrictions. (a) Such Shareholder (1) If Hxxxxx’s address on the signature page hereto is domiciled an address located outside of the United States; (2) , Holder makes the following additional representations, warranties and agreements: 10.8.1 Holder is not a U.S. Person as defined in Rule 902 902(k) of Regulation S under the Securities Act (“Regulation S”). The offer and sale of the Note to Holder was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and Holder is not acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee Note (or agent, and not the Conversion Stock) for the account or benefit of any U.S. Person; ; 10.8.2 Holder will not, during the restricted period applicable to the Conversion Stock set forth in the legend set forth below (the “Restricted Period”) and (3) represents and warrants that at to any certificate representing the time Conversion Stock, offer or sell any of the Closing, such Shareholder and foregoing securities (or create or maintain any Person acting on such Shareholder’s behalf derivative position equivalent thereto) in connection therewith will be located outside the United States. (b) Such Shareholder has been advised and acknowledges: (1) that the Buyer Common Stock has not been, and when issued will not be, registered under the Securities Act, as amended, the securities laws of any state of the United States or the securities laws of any other country; (2) that in issuing the Buyer Common Stock to such Shareholder pursuant hereto, Buyer is relying upon the exemption from registration provided by Regulation S under the Securities Act; (3) that it is a condition to the availability of the Regulation S safe harbor that the Buyer Common Stock not be offered or sold in the United States or to a U.S. Person until the expiration of a period of twelve months following their issuance to such Shareholder, provided, however, that such period shall be reduced to six months upon the consummation of the Buyer IPO (the “Distribution Compliance Period”); (4) that prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if the offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account or benefit of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person; (5) that the foregoing restrictions are binding upon subsequent transferees of the Buyer Common Stock except for transferees pursuant to an effective registration statement; and (6) that after the Distribution Compliance Period, the Buyer Common Stock may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this Agreement and pursuant to applicable securities laws.Regulation S; and (c) Such Shareholder covenants that10.8.3 Holder will, with respect to the Buyer Common Stock, until after the expiration of the Distribution Compliance applicable Restricted Period, offer, sell, pledge or otherwise transfer the Shareholder, its agents Note (or representatives will not solicit offers to buy, offer for sale create or sell maintain any of the Buyer Common Stock or any beneficial interest therein in the United States or to or for the account of a U.S. Person. Notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof derivative position equivalent thereto) only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (d) Such Shareholder understands that the Buyer Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Securities Act inasmuch as they are being acquired from Buyer in a transaction pursuant to Regulation S. Under applicable laws and regulations, the Buyer Common Stock may be resold without registration under the Securities Act only or any available exemption therefrom and, in certain limited circumstances. In this connectionany case, such Shareholder represents that such Shareholder is familiar in accordance with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that although Rule 144 is not exclusive, the United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted applicable state securities received in a private offering will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risklaws. 10.8.4 Holder acknowledges and agrees that the Company shall not register the transfer of the Note (e) Such Shareholder has not engaged in, nor is such Shareholder aware that any party has engaged in, and such Shareholder covenants that it will not engage in or cause any third party to engage in, any directed selling efforts (as such term is defined in Regulation Sthe Conversion Stock) in the United States with respect to the Buyer Common Stockviolation of these restrictions. Such Shareholder is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (f) Such Shareholder covenants that such Shareholder will not engage in hedging transactions (within the meaning of Rule 903(b)(3)(iii)(B)(4) of Regulation S) with regard to the Buyer Common Stock unless in compliance with the Securities Act. (g) Such Shareholder understands Hxxxxx acknowledges and agrees that the Buyer Common certificates evidencing the Conversion Stock will bear legends substantially the legend set forth below (in addition to any other legend required by applicable federal, state or foreign securities laws or provided in any other agreement with the following forms: Regulation S Legend “Company): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE ISSUER COMPANY DOES NOT INTEND TO REGISTER THEM. PRIOR TO ONE YEAR FROM THE DATE THAT IS THE FIRST ANNIVERSARY OF THE ISSUANCE DATE, (THE “DISTRIBUTION COMPLIANCE DATE”)SUCH SHARES WERE ORIGINALLY PURCHASED, THE SECURITIES SHARES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT) , OTHER THAN TO DISTRIBUTORS, UNLESS THE SECURITIES SHARES ARE REGISTERED UNDER THE ACT ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SUCH SECURITIES SHARES PRIOR TO ONE YEAR FROM THE DISTRIBUTION COMPLIANCE DATE SUCH SHARES WERE ORIGINALLY PURCHASED, MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES. STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” Other Securities Act Legend “. A HOLDER OF THE SECURITIES REPRESENTED WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT PRIOR TO ONE YEAR FROM THE DATE SUCH SHARES WERE ORIGINALLY PURCHASED RESELL THE SECURITIES TO A U.S. PERSON AS DEFINED BY THIS CERTIFICATE HAVE NOT BEEN RULE 902(k) OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL” (h) The certificates evidencing the Buyer Common Stock shall also bear any legend required pursuant to any state, local or foreign law governing such securitiesAVAILABLE. (i) Such Shareholder acknowledges that the only “offering material or document” (within the meaning of Rule 902(g)(2) of Regulation S) provided to such Shareholder in connection with the issuance of the Buyer Common Stock and the transactions contemplated by this Agreement was this Agreement and the term sheet dated November 19, 2013.

Regulation S Representations and Restrictions. The Purchaser makes the following additional representations, warranties and agreements: (ai) Such Shareholder (1) is domiciled outside the United States; (2) The Purchaser is not a “U.S. Person person” as defined in Rule 902 902(k) of Regulation S promulgated under the Securities Act (a “U.S. Person”). The offer and sale of the Initial Shares to the Purchaser was made in, and the offer and sale of the Top-up Shares, if applicable, will be made in an “Offshore Transaction” (as defined in Rule 902(h) of Regulation S), no “Directed Selling Efforts” (as defined in Rule 902(c) of Regulation S) were or will be made to the Purchaser in the United States, and the Purchaser is not acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee or agent, and not Shares for the account or benefit of any U.S. Person; and (3) represents and warrants that at the time of the Closing, such Shareholder and any Person acting on such Shareholder’s behalf in connection therewith will be located outside the United States.; (bii) Such Shareholder has been advised and acknowledges: (1) that The Purchaser will resell the Buyer Common Stock has not beenShares only in accordance with the provisions of Regulation S, and when issued will not be, registered pursuant to registration under the Securities Act, as amended, the securities laws of any state of the United States or the securities laws of any other country; (2) that in issuing the Buyer Common Stock to such Shareholder pursuant hereto, Buyer is relying upon the exemption from registration provided by Regulation S under the Securities Act; (3) that it is a condition to the availability of the Regulation S safe harbor that the Buyer Common Stock not be offered or sold in the United States or to a U.S. Person until the expiration of a period of twelve months following their issuance to such Shareholder, provided, however, that such period shall be reduced to six months upon the consummation of the Buyer IPO (the “Distribution Compliance Period”); (4) that prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if the offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an available exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person; (5) that the foregoing restrictions are binding upon subsequent transferees of the Buyer Common Stock except for transferees pursuant to an effective registration statementregistration; and (6) that after the Distribution Compliance Period, the Buyer Common Stock may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this Agreement and pursuant to applicable securities laws. (c) Such Shareholder covenants that, with respect to the Buyer Common Stock, until the expiration of the Distribution Compliance Period, the Shareholder, its agents or representatives will not solicit offers to buy, offer for sale or sell any of the Buyer Common Stock or any beneficial interest therein in the United States or to or for the account of a U.S. Person. Notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (d) Such Shareholder understands that the Buyer Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Securities Act inasmuch as they are being acquired from Buyer in a transaction pursuant to Regulation S. Under applicable laws and regulations, the Buyer Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that although Rule 144 is not exclusive, the United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (e) Such Shareholder has not engaged in, nor is such Shareholder aware that any party has engaged in, and such Shareholder covenants that it will not engage in or cause any third party to engage in, any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Buyer Common Stock. Such Shareholder is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (f) Such Shareholder covenants that such Shareholder will Purchaser shall not engage in hedging transactions (within the meaning of Rule 903(b)(3)(iii)(B)(4) of Regulation S) with regard to the Buyer Common Stock such Shares unless in compliance with the Securities Act. (g) Such Shareholder understands . The Purchaser acknowledges and agrees that the Buyer Common Stock Company shall not register any transfer or resale of the Shares not made (i) in accordance with the provisions of Regulation S, (ii) pursuant to registration under the Securities Act or (iii) or pursuant to an available exemption from registration. The Purchaser acknowledges and agrees that the certificates evidencing the Initial Shares and any Top-up Shares will bear legends substantially the legend set forth below (in addition to any other legend required by applicable federal, state or foreign securities laws or provided in any other agreement with the following formsCompany: Regulation S Legend “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE DATE THAT IS THE FIRST ANNIVERSARY OF THE ISSUANCE DATE, (THE “DISTRIBUTION COMPLIANCE DATE”), THE SECURITIES SHARES MAY NOT BE OFFERED FOR SALE OR SOLD (INCLUDING OPENING A SHORT POSITION EXCEPT IN SUCH SECURITIES) IN ACCORDANCE WITH THE UNITED STATES OR PROVISIONS OF REGULATION S OF THE ACT, PURSUANT TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED REGISTRATION UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT , OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SUCH SECURITIES PRIOR TO THE DISTRIBUTION COMPLIANCE DATE MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” Other Securities Act Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL” (h) The certificates evidencing the Buyer Common Stock shall also bear any legend required pursuant to any state, local or foreign law governing such securities. (i) Such Shareholder acknowledges that the only “offering material or document” (within the meaning of Rule 902(g)(2) of Regulation S) provided to such Shareholder in connection with the issuance of the Buyer Common Stock and the transactions contemplated by this Agreement was this Agreement and the term sheet dated November 19, 2013.

Regulation S Representations and Restrictions. The Purchaser makes the following additional representations, warranties and agreements: (ai) Such Shareholder (1) is domiciled outside the United States; (2) The Purchaser is not a “U.S. Person person” as defined in Rule 902 902(k) of Regulation S promulgated under the Securities Act (a “U.S. Person”). The offer and sale of the Shares to the Purchaser was made in an “Offshore Transaction” (as defined in Rule 902(h) of Regulation S), no “Directed Selling Efforts” (as defined in Rule 902(c) of Regulation S) were made to the Purchaser in the United States, and the Purchaser is not acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee or agent, and not Shares for the account or benefit of any U.S. Person; and (3) represents and warrants that at the time of the Closing, such Shareholder and any Person acting on such Shareholder’s behalf in connection therewith will be located outside the United States.; (bii) Such Shareholder has been advised and acknowledges: (1) that The Purchaser will resell the Buyer Common Stock has not beenShares only in accordance with the provisions of Regulation S, and when issued will not be, registered pursuant to registration under the Securities Act, as amended, the securities laws of any state of the United States or the securities laws of any other country; (2) that in issuing the Buyer Common Stock to such Shareholder pursuant hereto, Buyer is relying upon the exemption from registration provided by Regulation S under the Securities Act; (3) that it is a condition to the availability of the Regulation S safe harbor that the Buyer Common Stock not be offered or sold in the United States or to a U.S. Person until the expiration of a period of twelve months following their issuance to such Shareholder, provided, however, that such period shall be reduced to six months upon the consummation of the Buyer IPO (the “Distribution Compliance Period”); (4) that prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if the offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an available exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person; (5) that the foregoing restrictions are binding upon subsequent transferees of the Buyer Common Stock except for transferees pursuant to an effective registration statementregistration; and (6) that after the Distribution Compliance Period, the Buyer Common Stock may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this Agreement and pursuant to applicable securities laws. (c) Such Shareholder covenants that, with respect to the Buyer Common Stock, until the expiration of the Distribution Compliance Period, the Shareholder, its agents or representatives will not solicit offers to buy, offer for sale or sell any of the Buyer Common Stock or any beneficial interest therein in the United States or to or for the account of a U.S. Person. Notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (d) Such Shareholder understands that the Buyer Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Securities Act inasmuch as they are being acquired from Buyer in a transaction pursuant to Regulation S. Under applicable laws and regulations, the Buyer Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that although Rule 144 is not exclusive, the United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (e) Such Shareholder has not engaged in, nor is such Shareholder aware that any party has engaged in, and such Shareholder covenants that it will not engage in or cause any third party to engage in, any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Buyer Common Stock. Such Shareholder is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (f) Such Shareholder covenants that such Shareholder will Purchaser shall not engage in hedging transactions (within the meaning of Rule 903(b)(3)(iii)(B)(4) of Regulation S) with regard to the Buyer Common Stock such Shares unless in compliance with the Securities Act. (g) Such Shareholder understands . The Purchaser acknowledges and agrees that the Buyer Common Stock Company shall not register any transfer or resale of the Shares not made (i) in accordance with the provisions of regulation S, (ii) pursuant to registration under the Securities Act or (iii) or pursuant to an available exemption from registration. The Purchaser acknowledges and agrees that the certificates evidencing the Shares will bear legends substantially the legend set forth below (in addition to any other legend required by applicable federal, state or foreign securities laws or provided in any other agreement with the following formsCompany: Regulation S Legend “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE DATE THAT IS THE FIRST ANNIVERSARY OF THE ISSUANCE DATE, (THE “DISTRIBUTION COMPLIANCE DATE”), THE SECURITIES SHARES MAY NOT BE OFFERED FOR SALE OR SOLD (INCLUDING OPENING A SHORT POSITION EXCEPT IN SUCH SECURITIES) IN ACCORDANCE WITH THE UNITED STATES OR PROVISIONS OF REGULATION S OF THE ACT, PURSUANT TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED REGISTRATION UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT , OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SUCH SECURITIES PRIOR TO THE DISTRIBUTION COMPLIANCE DATE MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” Other Securities Act Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL” (h) The certificates evidencing the Buyer Common Stock shall also bear any legend required pursuant to any state, local or foreign law governing such securities. (i) Such Shareholder acknowledges that the only “offering material or document” (within the meaning of Rule 902(g)(2) of Regulation S) provided to such Shareholder in connection with the issuance of the Buyer Common Stock and the transactions contemplated by this Agreement was this Agreement and the term sheet dated November 19, 2013.

Regulation S Representations and Restrictions. (a) Such Shareholder (1) is domiciled outside the United States; (2) is not a U.S. Person as defined in Rule 902 of Regulation S, is acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee or agent, and not for the account or benefit of any U.S. Person; and (3) represents and warrants that at the time of the Closing, such Shareholder and any Person acting on such Shareholder’s behalf in connection therewith will be located outside the United States. (b) Such Shareholder has been advised and acknowledges: (1) that the Buyer Common Stock has not been, and when issued will not be, registered under the Securities Act, as amended, the securities laws of any state of the United States or the securities laws of any other country; (2) that in issuing the Buyer Common Stock to such Shareholder pursuant hereto, Buyer is relying upon the exemption from registration provided by Regulation S under the Securities Act; (3) that it is a condition to the availability of the Regulation S safe harbor that the Buyer Common Stock not be offered or sold in the United States or to a U.S. Person until the expiration of a period of twelve months following their issuance to such Shareholder, provided, however, that such period shall be reduced to six months upon the consummation of the Buyer IPO (the “Distribution Compliance Period”); (4) that prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if the offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person; (5) that the foregoing restrictions are binding upon subsequent transferees of the Buyer Common Stock except for transferees pursuant to an effective registration statement; and (6) that after the Distribution Compliance Period, the Buyer Common Stock may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this Agreement and pursuant to applicable securities laws. (c) Such Shareholder covenants that, with respect to the Buyer Common Stock, until the expiration of the Distribution Compliance Period, the Shareholder, its agents or representatives will not solicit offers to buy, offer for sale or sell any of the Buyer Common Stock or any beneficial interest therein in the United States or to or for the account of a U.S. Person. Notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Buyer Common Stock may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (d) Such Shareholder understands that the Buyer Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Securities Act inasmuch as they are being acquired from Buyer in a transaction pursuant to Regulation S. Under applicable laws and regulations, the Buyer Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that although Rule 144 is not exclusive, the United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (e) Such Shareholder has not engaged in, nor is such Shareholder aware that any party has engaged in, and such Shareholder covenants that it will not engage in or cause any third party to engage in, any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Buyer Common Stock. Such Shareholder is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). (f) Such Shareholder covenants that such Shareholder will not engage in hedging transactions (within the meaning of Rule 903(b)(3)(iii)(B)(4) of Regulation S) with regard to the Buyer Common Stock unless in compliance with the Securities Act. (g) Such Shareholder understands that the Buyer Common Stock will bear legends substantially in the following forms: Regulation S Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE DATE THAT IS THE FIRST ANNIVERSARY OF THE ISSUANCE DATE, (THE “DISTRIBUTION COMPLIANCE DATE”), THE SECURITIES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SUCH SECURITIES PRIOR TO THE DISTRIBUTION COMPLIANCE DATE MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” Other Securities Act Legend “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL” (h) The certificates evidencing the Buyer Common Stock shall also bear any legend required pursuant to any state, local or foreign law governing such securities. (i) Such Shareholder acknowledges that the only “offering material or document” (within the meaning of Rule 902(g)(2) of Regulation S) provided to such Shareholder in connection with the issuance of the Buyer Common Stock and the transactions contemplated by this Agreement was this Agreement and the term sheet dated November 19, 2013.