Common use of Regulation S Clause in Contracts

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.

Regulation S. In issuing and selling If the SecuritiesSubscriber is a resident of British Columbia, Canada, the Company may be relying upon Subscriber represents, warrants, acknowledges, and covenants that: 1. he is not a “U.S. Person” as that term is defined in Rule 902 of Regulation S; 2. the “safe harbor” Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S and/or on Section 4(2) as promulgated under the 1933 Act; it is a condition to the availability of the Regulation S “safe harbor” , and that the Securities Subscribed for Units may not be offered or sold resold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” US Person as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; 3. he is a resident of British Columbia, Canada; 4. he is not, and on the Closing Date will not be, an Affiliate of the Company; 5. all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to Rule 144 registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; or (B) ; 6. the offer and sale is outside Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to other than a U.S. person. If purchase the Purchaser is Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not a in the United States personwhen the decision was made and this Agreement was executed and delivered; 7. he will not engage in any activity for the purpose of, or that could reasonably be expected to have the Purchaser hereby represents that effect of, conditioning the Purchaser is satisfied as to market in the full observance United States for any of the laws Shares; 8. neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Purchaser’s jurisdiction applicable to the Purchaser in connection with Subscribed for Units or any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase other securities of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) Company until after the income tax and other tax consequences, if any, that may be relevant to end of the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment forDistribution Compliance Period, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction acknowledges that such activities are applicable to the Purchaser.prohibited by Regulation S.

Regulation S. In (i) The Investor (A) is domiciled and has its principal place of business outside the United States, (B) certifies that it is not a U.S. Person as defined under Rule 902 of Regulation S and is not acquiring the Securities for the account or benefit of any U.S. Person, (C) at the time of offering to the Investor and communication of the Investor’s order to subscribe for the Securities and at the time of the Investor’s execution of this Agreement, the Investor was located outside the United States, and (D) at the time of the Closing the Investor, or persons acting on the Investor’s behalf in connection therewith, will be located outside the United States. (ii) The Investor has been advised and acknowledges that: (A) the Securities issued pursuant to this Agreement and the Warrant Agreement have not been, and when issued, will not be registered under the 1933 Act or the securities laws of any state of the United States, (B) in issuing and selling the SecuritiesSecurities to the Investor pursuant hereto, the Company may be is relying upon the “safe harbor” exemption from registration provided by Regulation S and/or on Section 4(2of the 1933 Act, and (C) under the Act; it is a condition to the availability of the Regulation S “safe harbor” harbor that the Securities not be offered or sold in the United States or to a U.S. person Person until the expiration of a one-year period of 40 days after the Closing Date (the “distribution compliance period” Distribution Compliance Period”). (iii) The Investor acknowledges and covenants that until the expiration of the Distribution Compliance Period: (A) it and its agents or representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities or any beneficial interest therein in the United States or to or for the account of a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation SU.S. Person, and (B) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Distribution Compliance Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Securities 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 the Note or the Warranteither, as applicable, and either: (AX) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered Person and sold pursuant to an effective registration statement or pursuant to statement, Rule 144 promulgated under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act; , or (BY) the offer and sale is outside the United States and to other than a U.S. personPerson. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase The foregoing restrictions are binding upon subsequent transferees of the Securities, (ii) any foreign exchange restrictions except for transferees pursuant to an effective registration statement. The Investor agrees that after the Distribution Compliance Period, the Securities 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 to such purchase, (iii) any governmental or other consents that may need to be obtained and securities laws. (iv) The Investor hereby acknowledges that during the income tax and other tax consequencesDistribution Compliance Period, if any, that may no deposit of the Securities issued hereunder will be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment foraccepted into its American Depositary Shares (“ADS”) program, and the Purchaser’s continued beneficial ownership Securities may not be offered or sold in the United States or to U.S. Persons unless the Securities are registered under the 1933 Act, or an exemption from the registration requirements of the Securities1933 Act is available. The Investor further acknowledges that, for so long as the Securities are held by “affiliates” within the meaning of Rule 144(a)(1) under the 1933 Act or are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, the Securities will not violate be eligible for deposit under any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserunrestricted depositary receipt facility.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities Notes may, subject to any restrictions contained in the Note or the Warrant, as applicable, Notes 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 the Note or the Warrant, as applicableNotes, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the a Purchaser is not a United States person, the such Purchaser hereby represents that the Purchaser he or it is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the such Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the such Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Each Purchaser’s subscription and payment for, and the Purchaser’s his or its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction that are applicable to the such Purchaser.

Regulation S. In issuing Each Purchaser with an address outside the United States further represents and selling warrants that: (i) Such Purchaser is not a U.S. Person, as defined in SEC Rule 902 and is not purchasing the SecuritiesSecurities for the account or benefit of a U.S. Person. (ii) Such Purchaser acknowledges its understanding that the offer and sale of the Securities is intended to be exempt from the registration requirements of the Securities Act, by virtue of the Company may be relying upon the “safe harbor” exemption from registration provided by Regulation S and/or on Section 4(2) under the Act; it promulgated thereunder. Such Purchaser is a condition to the availability of the Regulation S “safe harbor” aware and understands that the Securities not may be offered resold, pledged, assigned or sold in the United States or otherwise disposed of to a U.S. person until Person or for the expiration account or benefit of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, U.S. Person prior to the expiration of the one-year “distribution compliance period” one (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” 1)-year Distribution Compliance Period, as defined in Regulation S, which shall be for one (1) year following the date after the closing (the “Restricted Period”)sale pursuant to this Agreement, the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered and sold by the holder thereof thereafter only if the Securities are subsequently registered under the Securities Act or an exemption from such offer and sale registration is made available pursuant to Regulation S promulgated under the Securities Act or pursuant to another available exemption from registration. Such Purchaser further agrees not to engage in any hedging transactions with regard to the Securities prior to the expiration of the Distribution Compliance Period unless in compliance with the terms Securities Act. Upon request of this Agreement and such Purchaser, upon receipt by the Note Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or the Warrantapplicable state laws, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S)case may be, the securities are offered and sold pursuant Company shall promptly cause the legend to an effective registration statement or pursuant be removed from any certificate for any Securities to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, be so transferred. (iii) any governmental Such Purchaser understands that the certificates or other consents that may need to be obtained instruments representing the Securities shall bear a restrictive legend in substantially the following form (and (iv) the income tax and other tax consequences, if any, that a stop-transfer order may be relevant to the purchase, holding, redemption, sale or placed against transfer of such Securitiesstock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserHEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S. In issuing (a) Each LIPO Holder acknowledges and selling agrees that each share certificate evidencing the SecuritiesSpecial Voting Shares and Exchangeable Shares issued pursuant to this Agreement, the Arrangement Agreement and the Plan of Arrangement, and each share certificate evidencing shares of Company may Common Stock issued upon exchange of any Exchangeable Share (unless issued pursuant to a registration statement under the Securities Act), and any share certificate issued in replacement thereof, shall be relying upon stamped or otherwise imprinted with the “safe harbor” legends in substantially the form below and transfer restrictions of like effect will be provided by the Company and Canadian Holding to their respective transfer agents, and each LIPO Holder acknowledges and agrees to such legends, transfer agent instructions and transfer restrictions, on behalf of such LIPO Holder and each subsequent Permitted Transferee of such LIPO Holder: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, REOFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF OR DISTRIBUTE DIRECTLY OR INDIRECTLY THESE SECURITIES IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY OF THE COMPANY, (B) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, INCLUDING RULES 904 AND 905 THEREOF. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF FURTHER AGREES THAT ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES WILL BE CONDUCTED IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRANSFER AGENT, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, IN EACH OF THE FOREGOING CASES, TO REQUIRE DELIVERY OF A CERTIFICATION OF TRANSFER AND OPINION OF COUNSEL IN FORM SATISFACTORY TO THEM. AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (b) Each of the LIPO Holders understands and acknowledges that the Exchangeable Shares, Special Voting Shares and shares of Company Common Stock issued upon exchange of any Exchangeable Share have not been registered under the Securities Act or any other applicable securities law, are being offered in transactions not requiring registration under the Securities Act or any other securities laws, and may not be offered, sold, transferred or otherwise disposed except in compliance with the registration requirements of the Securities Act or any other applicable securities law or pursuant to an exemption therefrom or in a transaction not subject thereto. (c) Each LIPO Holder represents and warrants that at the time the commitment to purchase the Exchangeable Shares and the Special Voting Shares was originated, he, she or it was outside the United States and was not a U.S. person (and was not acquiring for the account or benefit of a U.S. person) within the meaning of Regulation S and/or on Section 4(2) under the Securities Act; it is a condition . No offer to purchase the availability of Exchangeable Shares or the Regulation S “safe harbor” that the Securities not be offered or sold Special Voting Shares was made by such LIPO Holder in the United States States. (d) Each LIPO Holder is acquiring the Exchangeable Shares and Special Voting Shares for his or to its own account, or for one or more persons for whom he or it is acting as a U.S. person until the expiration of fiduciary, trustee or agent, in each case for investment, and not with a one-year “view to, or for offer or sale in connection with, any distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined thereof in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration violation of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities maySecurities Act, subject to any restrictions contained in requirement of law that the Note disposition of its property or the Warrantproperty of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell the Special Voting Shares, as applicableExchangeable Shares or shares of Company Common Stock issued in exchange therefor pursuant to Rule 144, Regulation S or any other exemption from registration available under the Securities Act. (e) Each LIPO Holder agrees on his, her or its own behalf and on behalf of any person for whom it is acquiring the Exchangeable Shares and the Special Voting Shares, and each subsequent permitted transferee of the Exchangeable Shares and the Special Voting Shares by its acceptance thereof will be offered deemed to have agreed, that all subsequent offers and sold by sales of the holder thereof Special Voting Shares, the Exchangeable Shares and shares of Company Common Stock issued in exchange therefor shall be made only if such offer (i) to the Company or a subsidiary thereof, (ii) pursuant to a registration statement which has been declared effective under the Securities Act, (iii) pursuant to offers and sale is made sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act and in compliance with the terms of this Agreement Rules 904 and the Note 905 thereunder, or the Warrant, as applicable, and either: (Aiv) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an any other available exemption from the registration requirements of the Securities Act. (f) Each LIPO Holder represents and agrees on his, her or its behalf and on behalf of any person for whom he or it is acquiring the Special Voting Shares, the Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, and each subsequent permitted transferee of the Special Voting Shares, the Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, by his, her or its acceptance thereof, will be deemed to have agreed, that (i) no subscription, resale or other transfer of the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor has been arranged to return the Exchangeable Shares or shares of Company Common Stock issued in exchange therefor to the U.S. securities markets or to a U.S. citizen or resident, and (ii) any hedging transaction involving the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor will be conducted only in compliance with the requirements of the Securities Act. (g) Each LIPO Holder acknowledges, and each subsequent permitted transferee will be deemed to have acknowledged, (i) that the Company, Canadian Holding and their transfer agents reserve the right, prior to any offer, sale or other transfer of the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, to require delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company, Canadian Holding and their respective transfer agents, (ii) that each certificate evidencing the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor will contain a legend substantially as set forth in Section 5.6(a) and (iii) that the foregoing restrictions apply to holders of beneficial interests in the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, as well as to record holders of the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor. (h) Each LIPO Holder acknowledges and agrees that the Company, Lulu Canadian Holding and their respective transfer agents will not be required to accept for registration of transfer any Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor by such LIPO Holder, except upon presentation of evidence satisfactory to the Company, Canadian Holding and their transfer agents of compliance with the restrictions set forth in this agreement. (i) Each LIPO Holder acknowledges that the Company, Canadian Holding and their respective Affiliates and transfer agents and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of the Exchangeable Shares and the Special Voting Shares are no longer accurate, it shall promptly notify the Company. If such LIPO Holder is acquiring the Exchangeable Shares and the Special Voting Shares as a fiduciary or agent for one or more other persons, such LIPO Holder represents that he or it has sole investment discretion with respect to such shares and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such other person; and that each such other person is eligible to purchase the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, as applicable. (Bj) Each LIPO Holder agrees that he or it will give to each person to whom he or it transfers the offer and sale is outside the Special Voting Shares, Exchangeable Shares, or shares of Company Common Stock issued in exchange therefor, notice of any restrictions on transfer of such security. (k) Each LIPO Holder understands that no United States and to other than a or U.S. person. If state agency has passed on or made any recommendation or endorsement of the Purchaser is not a United States personExchangeable Shares or the Special Voting Shares. (l) Each LIPO Holder has satisfied himself, the Purchaser hereby represents that the Purchaser is satisfied herself or itself as to the full observance of the laws of the Purchaser’s its jurisdiction applicable to the Purchaser in connection with the acquisition of the Special Voting Shares and Exchangeable Shares or any invitation to subscribe for the Securitiesuse of this Agreement, including (i) the legal requirements within the Purchaser’s his, her or its jurisdiction for the purchase of the SecuritiesSpecial Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, and any sale or transfer thereof, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securitiesthe Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor. The PurchaserEach LIPO Holder’s subscription acquisition of and payment for, and the Purchaser’s its continued beneficial ownership of the SecuritiesSpecial Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, will not violate any applicable securities or other laws of its jurisdiction. (m) Each LIPO Holder and his or its representatives have been solely responsible for such LIPO Holder’s own due diligence investigation of the Purchaser’s jurisdiction that are applicable Company and its subsidiaries including, Canadian Holding, and their management and business, for his or its own analysis of the merits and risks of this investment, and for his or its own analysis of the fairness and desirability of the terms of the investment. No LIPO Holder has relied on any representations or other information (whether oral or written) from the Company or any of its agents or affiliates other than as specifically set forth in this Agreement or the Arrangement Agreement, and no oral or written representations have been made or oral or written information furnished to the PurchaserLIPO Holder or his or its advisors in connection with this Agreement which were in any way inconsistent with this Agreement or the Arrangement Agreement. In taking any action or performing any role relative to the arranging of the proposed acquisition of the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor, each LIPO Holder has acted solely in his or its own interest and those of any other person for whom such LIPO Holder is acquiring the Special Voting Shares, Exchangeable Shares or shares of Company Common Stock issued in exchange therefor as a fiduciary, trustee or agent, and no LIPO Holder or any of his, her or its representatives has acted as an agent of the Company or its subsidiaries. Each LIPO Holder has carefully considered and has, to the extent such LIPO Holder believes such discussion necessary, discussed with his or its professional legal, tax and financial advisers the suitability of an acquisition of securities in the Company and Lulu Canadian Holding for such LIPO Holder’s particular tax and financial situation. Each LIPO Holder recognizes that an investment in the Company and its subsidiaries involves certain risks, and such LIPO Holder has taken full cognizance of and understands all of the risk factors relating to the Company, the Special Voting Shares and the Exchangeable Shares.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(24(a)(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities New Note may, subject to any restrictions contained in the Note or the Warrant, as applicableNew Note, 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 the Note or the Warrant, as applicableNew Note, and either: (Aa) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (Bb) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser Holder is not a United States person, the Purchaser Holder hereby represents that the Purchaser Holder is satisfied as to the full observance of the laws of the PurchaserHolder’s jurisdiction applicable to the Purchaser Holder in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the PurchaserHolder’s jurisdiction for the purchase of the SecuritiesNew Note, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the such Securities. The PurchaserHolder’s subscription and payment for, and the PurchaserHolder’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the PurchaserHolder’s jurisdiction that are applicable to the PurchaserHolder.

Regulation S. In issuing (a) The Company shall take all necessary corporate action and selling proceedings as may be required by applicable law, rule or regulation for the Securities, issuance of the Shares to the Purchaser at the Closing in accordance with this Agreement. Neither the Company may nor any of its affiliates have engaged or will engage in any "directed selling efforts" (as such term is defined under Regulation S) with respect to the Shares or the Common Stock issuable upon conversion of the Shares (the "Underlying Shares") and have complied and will comply with the "offering restrictions" requirements of Regulation S. (b) The Purchaser acknowledges that the Shares and the Underlying Shares have not been and will not be relying upon registered under the “safe harbor” provided Securities Act. The Purchaser covenants (i) that it is not, and does not intend to be a "distributor" (as such term is defined by Regulation S and/or on Section 4(2S) under the Act; it is a condition to the availability of the Shares or the Underlying Shares, but if it so acts then the Purchaser will comply with all applicable requirements under Regulation S “safe harbor” in connection therewith, (ii) that it will not offer or sell the Securities not be offered Shares or sold in the Underlying Shares within the United States or to a to, or for the account or benefit of, any "U.S. person until the expiration of a one-year “distribution compliance period” Person" (or a six-month “distribution compliance period,” if the issuer as each such term is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined except in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered and sold by the holder thereof only if such offer and sale is made in compliance accordance with the terms provisions of this Agreement and the Note Rule 903 or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account Rule 904 of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act S or pursuant to an exemption from the registration requirements of the Act; Securities Act and otherwise in accordance with all applicable laws and (iii) that neither the Purchaser or its affiliates nor any person acting on their behalf, have engaged or will engage in "directed selling efforts" (as such term is defined by Regulation S) with respect to the Shares and the Underlying Shares and that each of them has complied and will comply with the "offering restrictions" requirements of Regulation S. The Company shall instruct its transfer agent that the Shares and the Underlying Shares may be transferred (A) if such transfer occurs during the Restricted Period, to any person or entity who is not a U.S. Person (or defined in Regulation S) and is not an affiliate of the Company and who agrees to be bound by the terms of this Agreement to the same extent as Purchaser without the entry of a "stop transfer" order against the Shares or the Underlying Shares, provided that such transfer is made in accordance with the Rules of the Securities and Exchange Commission and Regulation S and (B) if such transfer occurs after the offer and sale is outside the United States and Restricted Period, to other than a U.S. person. If the Purchaser any person or entity who is not an affiliate of the Company without the entry of a United States person"stop transfer" order against, or legend on, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental Shares or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserUnderlying Shares.

Regulation S. In (i) The Acquiror (A) is domiciled and has its principal place of business outside the United States, (B) certifies that it is not a U.S. Person as defined under Rule 902 of Regulation S (“Regulation S”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and is not acquiring the Securities for the account or benefit of any U.S. Person, (C) at the time of offering to the Acquiror and communication of the Acquiror’s order to purchase the Securities and at the time of the Acquiror’s execution of this Agreement, the Acquiror was located outside the United States, and (D) at the time of the Closing, the Acquiror, or persons acting on the Acquiror’s behalf in connection therewith, will be located outside the United States. (ii) The Acquiror has been advised and acknowledges that: (A) the Securities issued pursuant to this Agreement have not been, and when issued, will not be registered under the 1933 Act or the securities laws of any state of the United States, (B) in issuing and selling the SecuritiesSecurities to the Acquiror pursuant hereto, the Company may be is relying upon the “safe harbor” exemption from registration provided by Regulation S and/or on Section 4(2of the 1933 Act, and (C) under the Act; it is a condition to the availability of the Regulation S “safe harbor” harbor that the Securities not be offered or sold in the United States or to a U.S. person Person until the expiration of a one-year period of 40 days after the Closing Date (the “distribution compliance period” Distribution Compliance Period”). (iii) The Acquiror acknowledges and covenants that until the expiration of the Distribution Compliance Period (A) it and its agents or representatives have not solicited and will not solicit offers to buy, offer for sale or sell any of the Securities or any beneficial interest therein in the United States or to or for the account of a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation SU.S. Person and (B) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Distribution Compliance Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Securities 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 the Note or the Warrant, as applicable, and either: either (AX) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered Person and sold pursuant to an effective registration statement or pursuant to statement, Rule 144 promulgated under the 1933 Act or pursuant to an exemption from the registration requirements of the Act; 1933 Act or (BY) the offer and sale is outside the United States and to other than a U.S. personPerson. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase The foregoing restrictions are binding upon subsequent transferees of the Securities, (ii) any foreign exchange restrictions except for transferees pursuant to an effective registration statement. The Acquiror agrees that after the Distribution Compliance Period, the Securities 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 to such purchase, (iii) any governmental or other consents that may need to be obtained and securities laws. (iv) The Acquiror is not a “distributor” (as defined in Regulation S) or a “dealer” (as defmed in the income tax 1933 Act). (v) The Acquiror hereby acknowledges that during the Distribution Compliance Period, no deposit of the Securities issued hereunder will be accepted into the Company’s American Depositary Shares (“ADS”) program, and other tax consequences, if any, that no Securities may be relevant offered or sold in the United States or to U.S. Persons unless such Securities are registered under the purchase1933 Act, holding, redemption, sale or transfer an exemption from the registration requirements of such Securitiesthe 1933 Act is available. The Purchaser’s subscription and payment forAcquiror further acknowledges that, and for so long as the Purchaser’s continued beneficial ownership Securities are held by affiliates of the SecuritiesCompany (it being understood that, as used herein, “affiliate” shall have the meaning given to such term under Rule 144(a)(1) under the 0000 Xxx) or are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, such Securities will not violate be eligible for deposit under any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserunrestricted depositary receipt facility.

Regulation S. In issuing Purchaser understands and selling acknowledges that (A) the SecuritiesShares have not been registered under the Securities Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Shares have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Shares may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption hereunder; and (C) Purchaser is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available except as agreed in Section 3.1 (c) above. Purchaser is not a U.S. person and is not acquiring the Shares for the account of any U.S. person; (B) no director or executive officer of Purchaser is a national or citizen of the United States; and (C) it is not otherwise deemed to be a “U.S. Person” within the meaning of Regulation S. Purchaser was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Agreement. Purchaser is purchasing the Shares for its own account and risk and not for the account or benefit of a U.S. Person as defined in Regulation S and no other person has any interest in or participation in the Shares or any right, option, security interest, pledge or other interest in or to the Shares. Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and that prior to any such offer or sale, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is require, as a condition to the availability effecting a transfer of the Shares, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. Purchaser will, after the expiration of the Restricted Period, as set forth under Regulation S “safe harbor” that Rule 903(b) (3) (iii) (A), offer, sell, pledge or otherwise transfer the Shares only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act and, in any case, in accordance with applicable state securities laws or following the effective date of a Registration of the Shares by the Company. The transactions contemplated by this Agreement have neither been pre-arranged with a purchaser who is in the U.S. or who is a U.S. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws. The offer leading to the sale evidenced hereby was made in an “offshore transaction.” For purposes of Regulation S, Purchaser understands that an “offshore transaction” as defined under Regulation S is any offer or sale not be offered or sold made to a person in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order is within originated, the purchaser is outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 of Regulation S, the offer and sale transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States or (2) Rule 904 of Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the U.S. Neither the Purchaser nor any affiliate or any person acting on the Purchaser’s behalf, has made or is aware of any “directed selling efforts” in the United States, which is defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being purchased hereby. Purchaser understands that the Company is the seller of the Shares which are the subject of this Agreement, and that, for purpose of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. Purchaser agrees that Purchaser will not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Shares other than to a non-U.S. personPerson. If Purchaser acknowledges that the Purchaser is not Shares will bear a United States personlegend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, the Purchaser hereby represents THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Company acknowledges and agrees that the Purchaser is satisfied as makes no representations or warranties with respect to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser transactions contemplated hereby other than those specifically set forth in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserthis Section 3.2.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities securities, and the Existing Warrants CDIs may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.

Regulation S. In (a) This Agreement is made by Omeros with the Sellers, who are all Non-U.S. persons (as defined below in this Section 4.18(c)), in reliance upon each such Non-U.S. person’s representations, warranties and covenants made in this Section 4.18. (b) Such Non-U.S. person has been advised and acknowledges that: † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (i) any shares of Omeros Common Stock or Preferred Stock, including Common Stock issuable upon conversion of such Preferred Stock (the “Shares”), as the case may be, that may be issued to such Non-U.S. person pursuant to this Agreement have not been, and when issued, will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the SecuritiesShares to such Non-U.S. person pursuant hereto, the Company may be Omeros is relying upon the “safe harbor” provided by Regulation S (“Regulation S”) and/or on Section 4(2) under the Securities Act; ; (iii) it is a condition to the availability of the Regulation S “safe harbor” that the Securities Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” ”, if the issuer Omeros is a “reporting issuer,” ”, as defined in Regulation S) following the closingClosing Date; and and (iv) notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” ”, if the issuer Omeros is a “reporting issuer,” ”, as defined in Regulation S) after the closing Closing Date (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Shares 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to 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. If . (c) As used herein, the Purchaser is not a term “United States” means the United States personof America, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance its territories and possessions, any State of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment forUnited States, and the Purchaser’s continued beneficial ownership District of Columbia, and the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.term “U.S. person” (as defined in Regulation S) means:

Regulation S. In issuing Each of the Subscribers further represent, warrant and selling acknowledge that: The Shares are being acquired in reliance on the Securitiesexemptions from the registration requirements of the Securities Act of 1933, the Company may be relying upon as amended (the “safe harbor” 1933 Act”) provided by the provisions of Regulation S and/or on Section 4(2) as promulgated under the 1933 Act; it is a condition to the availability of the Regulation S “safe harbor” , and that the Securities Shares may not be offered or sold resold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” US Person as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to MEII, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the 1933 Act, the Shares must be held indefinitely. The Subscribers further acknowledge that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; The Subscribers are residents of Canada; The Subscribers are not “US Persons” as that term is defined in Rule 902 of Regulation S as promulgated pursuant to Rule 144 the 1933 Act; The Subscribers agree that all offers and sales of the Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Shares have been and will be offered or sold by the Subscribers to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by MEII (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Shares or an applicable exemption from the registration requirements of the Act; or (B) 1000 Xxx. The Shares have not been offered to the offer and sale is outside Subscribers in the United States and the individuals making the decision to other than a U.S. person. If purchase the Purchaser is Shares and executing and delivering this Agreement on behalf of the Subscribers were not a in the United States personwhen the decision was made and this Agreement was executed and delivered; The Subscribers will not engage in any activity for the purpose of, or that could reasonably be expected to have the Purchaser hereby represents that effect of, conditioning the Purchaser is satisfied as to market in the full observance United States for any of the laws Shares; Neither the Subscribers nor any of their respective affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Purchaser’s jurisdiction applicable to Shares or any other securities of MEII until after the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase end of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment forDistribution Compliance Period, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction acknowledges that such activities are applicable to the Purchaser.prohibited by Regulation S.

Regulation S. In issuing and selling (a) Neither the Securities, Onshore Lenders nor the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer Agent is a “reporting issuer,U.S. Person” (as defined in Rule 902 of Regulation SS under the Securities Act) following and the closing; and notwithstanding Onshore Lenders are not acquiring the foregoing, prior to Securities for the expiration account or benefit of any U.S. persons. It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the one-year “distribution compliance period” Securities in any country or jurisdiction where action for that purpose is required. (or six-month “distribution compliance period,” if b) Each of the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant Onshore Lenders and the underlying securities mayAgent agrees that it will not offer, subject to sell or otherwise transfer any restrictions contained in of the Note or the WarrantSecurities nor, as applicable, be offered and sold by the holder thereof only if such offer and sale is made unless in compliance with the terms Securities Act, engage in hedging transactions involving such Purchased Securities on or prior to the date which is the minimum period of time as permitted under Rule 144 after the later of the date of this Agreement and the Note or date of the Warrantapplicable Closing and such later date, if any, as applicablemay be required by applicable law. Thereafter each of the Onshore Lenders and the Agent agrees that it will not offer, and either: sell or otherwise transfer any of the Securities, except (A) if to the offer or sale Company, (B) pursuant to a registration statement that has been declared effective under the Securities Act, (C) for so long as any Security is within eligible for resale pursuant to Rule 144A under the United States or Securities Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of a another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (D) pursuant to offers and sales to Persons who are not “U.S. person Persons” (as such terms are defined in within the meaning of Regulation S)) that occur outside the United States within the meaning of Regulation S, the securities are offered and sold pursuant to an effective registration statement or (E) pursuant to Rule 144 under the Act or pursuant to an any other available exemption from the registration requirements of the Securities Act; . The Onshore Lenders agree that it will give to each Person to whom a Security is transferred a notice substantially to the effect of this paragraph. (c) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or (B) general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Onshore Lenders or the Agent or any of their representatives in connection with the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.

Regulation S. In issuing Purchaser understands and selling acknowledges that (A) the SecuritiesShares have not been registered under the Securities Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Shares have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Shares may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption hereunder; and (C) Purchaser is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available except as agreed in Section 3.1 (c) above. Purchaser is not a U.S. person and is not acquiring the Shares for the account of any U.S. person; (B) no director or executive officer of Purchaser is a national or citizen of the United States; and (C) it is not otherwise deemed to be a "U.S. Person" within the meaning of Regulation S. Purchaser was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Agreement. Purchaser is purchasing the Shares for its own account and risk and not for the account or benefit of a U.S. Person as defined in Regulation S and no other person has any interest in or participation in the Shares or any right, option, security interest, pledge or other interest in or to the Shares. Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and that prior to any such offer or sale, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is require, as a condition to the availability effecting a transfer of the Shares, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable. Purchaser will, after the expiration of the Restricted Period, as set forth under Regulation S “safe harbor” that Rule 903(b) (3) (iii) (A), offer, sell, pledge or otherwise transfer the Shares only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act and, in any case, in accordance with applicable state securities laws or following the effective date of a Registration of the Shares by the Company. The transactions contemplated by this Agreement have neither been pre-arranged with a purchaser who is in the U.S. or who is a U.S. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws. The offer leading to the sale evidenced hereby was made in an "offshore transaction." For purposes of Regulation S, Purchaser understands that an "offshore transaction" as defined under Regulation S is any offer or sale not be offered or sold made to a person in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order is within originated, the purchaser is outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 of Regulation S, the offer and sale transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States or (2) Rule 904 of Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the U.S. Neither the Purchaser nor any affiliate or any person acting on the Purchaser's behalf, has made or is aware of any "directed selling efforts" in the United States, which is defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being purchased hereby. Purchaser understands that the Company is the seller of the Shares which are the subject of this Agreement, and that, for purpose of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. Purchaser agrees that Purchaser will not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Shares other than to a non-U.S. personPerson. If Purchaser acknowledges that the Purchaser is not Shares will bear a United States personlegend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, the Purchaser hereby represents THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Company acknowledges and agrees that the Purchaser is satisfied as makes no representations or warranties with respect to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser transactions contemplated hereby other than those specifically set forth in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserthis Section 3.2.

Regulation S. In issuing The Subscriber further represents, warrants and selling acknowledges that: The Shares are being acquired in reliance on the Securitiesexemptions from the registration requirements of the Securities Act of 1933, the Company may be relying upon as amended (the “safe harbor” 1933 Act”) provided by the provisions of Regulation S and/or on Section 4(2) as promulgated under the 1933 Act; it is a condition to the availability of the Regulation S “safe harbor” , and that the Securities Shares may not be offered or sold resold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” US Person as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to MEII, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the 1933 Act, the Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; The Subscriber is a resident of Canada; The Subscriber is not a “US Person” as that term is defined in Rule 902 of Regulation S as promulgated pursuant to Rule 144 the 1933 Act; The Subscriber agrees that all offers and sales of the Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by MEII (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Shares or an applicable exemption from the registration requirements of the Act; or (B) 1000 Xxx. The Shares have not been offered to the offer and sale is outside Subscriber in the United States and the individual making the decision to other than a U.S. person. If purchase the Purchaser is Shares and executing and delivering this Agreement on behalf of the Subscriber was not a in the United States personwhen the decision was made and this Agreement was executed and delivered; The Subscriber will not engage in any activity for the purpose of, or that could reasonably be expected to have the Purchaser hereby represents that effect of, conditioning the Purchaser is satisfied as to market in the full observance United States for any of the laws Shares; Neither the Subscriber nor any of their respective affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Purchaser’s jurisdiction applicable to Shares or any other securities of MEII until after the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase end of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment forDistribution Compliance Period, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction acknowledges that such activities are applicable to the Purchaser.prohibited by Regulation S.

Regulation S. In issuing Attached as Appendix A hereto are the defined terms in Regulation S. All defined terms shall have the meanings set forth in Appendix A and selling Regulation S. (i) The undersigned understands and acknowledges that: (A) the Securities acquired pursuant to this Subscription Agreement have not been registered under the Securities Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in this Subscription Agreement between the Company and the undersigned, including the Registration Rights Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available; (ii) (A) The undersigned is not a US. person and is not acquiring the Securities for the account of any U S . Person; (B) if a corporation, it is not organized or incorporated under the laws of the United States; (C) if a corporation, no director or executive officer is a national or citizen of the United States; and (D) is not otherwise deemed to be a "US. Person" within the meaning of Regulation S: (iii) The undersigned, if not an individual, was not formed specifically for the purpose of acquiring the Securities purchased pursuant to this Subscription Agreement; (iv) The undersigned is purchasing the Securities for his or its own account and risk and not for the account or benefit of a "U.S. Person" as defined in Regulation S and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The undersigned understands, acknowledges and agrees that he or it must bear the economic risk of his or its investment in the Securities for an indefinite period of time and that prior to any such offer or sale, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is require, as a condition to the availability effecting a transfer of the Regulation S “safe harbor” that Securities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities not be offered Act and any state securities acts, if applicable; (v) The undersigned will, after the expiration of the Restricted Period, as set forth in Rule 903(b)(3)(iii)(A) under Regulation S, offer, sell, pledge or sold otherwise transfer the Securities only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act and, in any case, in accordance with applicable state securities laws. The transactions contemplated by this Subscription Agreement have neither been pre-arranged with a purchaser who is in the United States or who is a US. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws; (vi) The offer leading to the sale evidenced hereby was made in an "offshore transaction." For purposes of Regulation S, the undersigned understands that an "offshore transaction" is defined as any offer or sale not made to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered United States and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order originated, the purchaser is within outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 under Regulation S, the offer transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside of the United States, or (2) Rule 904 under Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and sale neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (vii) Neither the undersigned nor any affiliate of the undersigned nor any person acting on his or its behalf, has made or is outside aware of any "directed selling efforts" in the United States, which term is defined in Regulation S as any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities being purchased hereby; (viii) The undersigned understands that the Company is the seller of the Securities and that, for purpose of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The undersigned agrees that he or it will not, during the Restricted Period (as defined above), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. person. If Person other than in compliance with the Purchaser is not a United States personSecurities Act and any state securities laws, the Purchaser hereby represents if applicable; and (ix) The undersigned acknowledges that the Purchaser is satisfied as to Securities will bear a legend in substantially the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securitiesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, including THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iTHE "SECURITIES ACT") the legal requirements within the Purchaser’s jurisdiction for the purchase of the SecuritiesAND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, (ii) any foreign exchange restrictions applicable to such purchasePURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequencesOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserTHE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF A HEDGING TRANSACTION UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S. In issuing and selling the Securities, the The Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to "domestic issuer" and a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “"reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (" as such terms are defined in Section 902 of Regulation S under the Securities Act. The Company has registered the Common Stock pursuant to Section 12(b) or (g) of the Exchange Act in full compliance with all reporting requirements of either Section 13(a) or 15(d) of the Exchange Act, and the Company's Common Stock trades on the NASD OTC Bulletin Board. The Company has not offered the Shares to any person in the United States, any identifiable group of U.S. citizens abroad, or to any U.S. Person (as defined by Rule 902 of Regulation S). At the time the buy order relating to the Shares was originated, the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under Company and/or its agents reasonably believed that the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is Purchaser was outside the United States and was not a U.S. Person based on such Purchaser's representations set forth herein. The Company and/or its agents reasonably believe that the sale of Shares has not been prearranged with a buyer in the United States. The Company will instruct its transfer agent to issue one or more share certificates representing the Shares with the following restrictive legend set forth below (the "Legend") registered in the name of Purchaser and in such denominations to be specified by Purchaser prior to closing: "The Securities represented by this Certificate have not been registered under the United States Securities Act of 1933 (the "Act") and may not be sold, transferred, pledged or otherwise hypothecated unless (a) they are covered by a registration statement or a post-effective amendment thereto under the Act, (b) they are covered by an exemption available under Regulation S promulgated under the Act, or (c) in the opinion of counsel for the Purchaser, which opinion shall be reasonably acceptable to the Company, such sale, transfer, pledge or hypothecation is otherwise exempt from the provisions of Section 5 of the Act." The Company further warrants that no instructions other than these instructions, and instructions for a U.S. person. If "stop transfer" until the Purchaser is not a United States personend of the applicable Restricted Period (as defined in Regulation S), the Purchaser hereby represents that the Purchaser is satisfied as have been given to the full observance transfer agent. The Company will notify the transfer agent of the laws date of completion of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase offering of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained Shares and (iv) of the income tax and other tax consequences, if any, that may be relevant to date of expiration of the purchase, holding, redemption, sale or transfer of such SecuritiesRestricted Period. The Purchaser’s subscription Company has taken and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.take no action

Regulation S. In (i) The Buyer (A) is domiciled and has its principal place of business outside the United States, (B) certifies that it is not a U.S. Person as defined under Rule 902 of Regulation S and is not acquiring the Securities for the account or benefit of any U.S. Person, (C) at the time of offering to the Buyer and communication of the Buyer’s order to purchase the Securities and at the time of the Buyer’s execution of this Agreement, the Buyer was located outside the United States, and (D) at the time of the Closing the Buyer, or persons acting on the Buyer’s behalf in connection therewith, will be located outside the United States. (ii) The Buyer has been advised and acknowledges that: (A) the Securities issued pursuant to this Agreement have not been, and when issued, will not be registered under the 1933 Act or the securities laws of any state of the United States, (B) in issuing and selling the SecuritiesSecurities to the Buyer pursuant hereto, the Company may be is relying upon the “safe harbor” exemption from registration provided by Regulation S and/or on Section 4(2of the 1933 Act, and (C) under the Act; it is a condition to the availability of the Regulation S “safe harbor” harbor that the Securities not be offered or sold in the United States or to a U.S. person Person until the expiration of a one-year period of 40 days after the Closing Date (the “distribution compliance period” Distribution Compliance Period”). (iii) The Buyer acknowledges and covenants that until the expiration of the Distribution Compliance Period: (A) it and its agents or representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities or any beneficial interest therein in the United States or to or for the account of a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation SU.S. Person, and (B) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Distribution Compliance Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Securities 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 the Note or the Warranteither, as applicable, and either: (AX) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered Person and sold pursuant to an effective registration statement or pursuant to statement, Rule 144 promulgated under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act; , or (BY) the offer and sale is outside the United States and to other than a U.S. personPerson. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase The foregoing restrictions are binding upon subsequent transferees of the Securities, (ii) any foreign exchange restrictions except for transferees pursuant to an effective registration statement. The Buyer agrees that after the Distribution Compliance Period, the Securities 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 to such purchase, (iii) any governmental or other consents that may need to be obtained and securities laws. (iv) The Buyer is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the income tax and other tax consequencesAct). (v) The Buyer hereby acknowledges that during the Distribution Compliance Period, if any, that may no deposit of the Securities issued hereunder will be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment foraccepted into its American Depositary Shares (“ADS”) program, and the Purchaser’s continued beneficial ownership Securities may not be offered or sold in the United States or to U.S. Persons unless the Securities are registered under the 1933 Act, or an exemption from the registration requirements of the Securities1933 Act is available. The Buyer further acknowledges that, for so long as the Securities are held by “affiliates” within the meaning of Rule 144(a)(1) under the 1933 Act or are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, the Securities will not violate be eligible for deposit under any applicable securities or other laws of unrestricted depositary receipt facility. FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Purchaser’s jurisdiction that are applicable Securities and Exchange Commission. Confidential treatment has been requested with respect to the Purchasersuch omitted portions.

Regulation S. In issuing (a) The Company shall take all necessary reasonable corporate action and selling proceedings as may be required by applicable law, rule or regulation for the Securitieslegal and valid issuance of the Shares to the Purchaser at the Closing in accordance with this Agreement and for any transfer or other disposition or financing thereof, when and as permitted under Regulation S without registration under the Securities Act or other applicable law. Neither the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) nor any of its affiliates have engaged or will engage in any "directed selling efforts" (as such term is defined under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior with respect to the expiration Shares and have complied and will comply with the "offering restrictions" requirements of Regulation S. (b) The Purchaser acknowledges that the one-year “distribution compliance period” Shares have not been, and will not be, registered under the Securities Act. The Purchaser covenants (or six-month “distribution compliance period,” if the issuer i) that it is not, and does not intend to be, a “reporting issuer,” "distributor" (as such term is defined in by Regulation S) after of the closing Shares, but if it so acts then the Purchaser will comply with all applicable requirements under Regulation S in connection therewith, (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: ii) that (A) if for a period of time which exceeds the 40-day restricted period contemplated by Regulation S, it will not offer to re-sell, or sale is re-sell, the Shares either within the United States or to to, for the account of, or for the account of a benefit of, any "U.S. person person" (as such terms are term is defined in Regulation S), and (B) following the securities are offered and sold pursuant expiration of the 40-day restricted period, it will not offer to an effective registration statement re-sell, or pursuant to re-sell, the Shares either within the United States or to, for the account of, or for the benefit of, any "U.S. person", except in accordance with the provisions of Rule 144 under the Act 903 or Rule 904 of Regulation S or pursuant to an exemption from the registration requirements of the Securities Act; , and (iii) that neither the Purchaser or its affiliates, nor persons acting on their behalf, have engaged or will engage in "directed selling efforts" (Bas such term is defined in Regulation S) with respect to the offer Shares and sale is outside the United States and to other than a U.S. person. If that, if the Purchaser is not a United States persondistributor, as contemplated within Regulation S, it has complied, and will comply, with the Purchaser hereby represents "offering restrictions" requirements of Regulation S. (c) The Company acknowledges that the Purchaser is satisfied as from time to time may engage in purchases, sales, financings or transactions in the full observance of Common Stock separate and apart from the laws of the Purchaser’s jurisdiction applicable Shares acquired pursuant to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserthis Agreement.

Regulation S. In issuing (i) Birchington understands and selling acknowledges that (A) the SecuritiesShares acquired pursuant to this Agreement and any Escrow Shares acquired pursuant to the Escrow Agreement have not been registered under the Securities Act, the Company may be relying are being sold in reliance upon the “safe harbor” provided an exemption from registration afforded by Regulation S and/or on Section 4(2and that such Shares and Escrow Shares have not been registered with any state securities commission or authority; (B) under the Act; it is a condition pursuant to the availability requirements of Regulation S, the Regulation S “safe harbor” that the Securities Shares and Escrow Shares may not be offered transferred, sold or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered and sold by the holder thereof only if such offer and sale is made otherwise exchanged unless in compliance with the terms provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in this Agreement between the Company and Birchington, the Note Company is under no obligation to register the Shares or the WarrantEscrow Shares under the Securities Act or any state securities law, as applicable, and either: or to take any action to make any exemption from any such registration provisions available. (ii) Birchington (A) is not a U.S. person and is not acquiring the Shares or Escrow Shares, if the offer or sale is within the United States or to or any, for the account of a any U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Actperson; or (B) the offer and sale is outside the United States and to other than if a U.S. person. If the Purchaser corporation, it is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of organized or incorporated under the laws of the Purchaser’s jurisdiction applicable United States; (C) if a corporation, no director or executive officer is a national or citizen of the United States; and (D) it is not otherwise deemed to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements be a “U.S. Person” within the Purchaser’s jurisdiction for the purchase meaning of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, Regulation S. (iii) any governmental Birchington was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Agreement or other consents that may need to be obtained and (iv) for acquiring the income tax and other tax consequences, if any, that may be relevant Escrow Shares pursuant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserEscrow Agreement.

Regulation S. In issuing and selling the SecuritiesShares, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(24(a)(2) under the Securities Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”)closing, the Note, the Warrant Shares and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to 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. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the SecuritiesShares, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the SecuritiesShares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the SecuritiesShares, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.

Regulation S. In issuing (a) The Stockholder understands and selling acknowledges that (A) the SecuritiesParent Common Stock acquired pursuant to this Agreement have not been registered under the Securities Act and shall be issued in reliance upon an exemption from registration afforded by Regulation S; and that such Parent Common Stock has not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Company Parent Common Stock may not be relying upon transferred, sold or otherwise exchanged unless in compliance with the “safe harbor” provided by provisions of Regulation S and/or on Section 4(2) pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; it and (C) other than as set forth in this Agreement between the Parent and Stockholder, the Parent is under no obligation to register the Parent Common Stock under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (b) The Stockholder is not deemed to be a “U.S. person” within the meaning of Regulation S and is not acquiring the Parent Common Stock for the account of any U.S. person. If the Stockholder is a condition corporation, it (i) is not organized or incorporated under the laws of the United States; (ii) is not acquiring the Parent Common Stock for the account of any U.S. person; (iii) has no director or executive officer who is a national or citizen of the United States; and (is) is not otherwise deemed to be a “U.S. Person” within the meaning of Regulation S. (c) The Stockholder is acquiring the Parent Common Stock for his own account and risk and not for the account or benefit of a U.S. Person as defined in Regulation S and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the availability Parent Common Stock. The Stockholder understands, acknowledges and agrees that he must bear the economic risk of its investment in the Parent Common Stock for an indefinite period of time and that the Parent Common Stock may not be resold or transferred on the official stock transfer records of Parent without furnishing to Parent an opinion of counsel reasonably acceptable to Parent that such sale or transfer of the Parent Common Stock will not violate the registration provisions of applicable federal and state securities law. The Stockholder understands, acknowledges and agrees that certificates representing the Parent Common Stock shall have endorsed on them a restrictive legend to this effect. (d) The Stockholder will, after the expiration of the Restricted Period, as set forth under Regulation S “safe harbor” that Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise transfer the Parent Common Stock only in accordance with Regulation S, or pursuant to an available exemption under the Securities not be offered or sold Act and, in any case, in accordance with applicable state securities laws. The transactions contemplated by this Agreement have neither been pre-arranged with a purchaser who is in the United States or to who is a U.S. person until the expiration Person, nor are they part of a one-year plan or scheme to evade the registration provisions of the United States federal securities laws. (e) The offer leading to the sale evidenced hereby was made in an “distribution compliance periodoffshore transaction.” (or a six-month For purposes of Regulation S, Investor understands that an “distribution compliance period,” if the issuer is a “reporting issuer,offshore transaction” as defined under Regulation S is any offer or sale not made to a person in the United States and either (A) at the time the buy order is originated, the purchaser is outside the United States, or the seller or any person acting on his behalf reasonably believes that the purchaser is outside the United States; or (B) for purposes of (1) Rule 903 of Regulation S, the transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States or (2) following Rule 904 of Regulation S, the closing; transaction is executed in, on or through the facilities of a designated offshore securities market, and notwithstanding neither the foregoing, prior to seller nor any person acting on its behalf knows that the expiration transaction has been prearranged with a buyer in the United States. (f) Neither the Stockholder nor any affiliate of the one-year undersigned or any person acting on his behalf, has made or is aware of any “distribution compliance perioddirected selling efforts” (or six-month “distribution compliance period,” if in the issuer United States, which is a “reporting issuer,” as defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Parent Common Stock being purchased hereby. (g) The Stockholder understands that the Parent is the seller of the Parent Common Stock and that, for purpose of Regulation S) after , a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the closing (distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The Stockholder agrees that he will not, during the “Restricted Period”Period set forth under Rule 903(b)(iii)(A), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the NoteParent Common Stock other than to a non-U.S. Person. (h) The Stockholder acknowledges that the Parent is relying on the representations, warranties, covenants and acknowledgments in this Section 2.9 to ensure that any the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered and sold by the holder thereof only if such offer and sale is made in compliance with Parent Common Stock issued under the terms of this Agreement and the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the can be issued in reliance on exemptions from registration requirements under United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the federal and state securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserlaws.

Regulation S. In issuing and selling If the SecuritiesSubscriber is a resident of British Columbia, Canada, the Company may be relying upon Subscriber represents, warrants, acknowledges, and covenants that: he is not a “U.S. Person” as that term is defined in Rule 902 of Regulation S; the “safe harbor” Subscribed for Units are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S and/or on Section 4(2) as promulgated under the 1933 Act; it is a condition to the availability of the Regulation S “safe harbor” , and that the Securities Subscribed for Units may not be offered or sold resold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” US Person as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Units or an available exemption from registration under the 1933 Act, the Subscribed for Units must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act; he is a resident of British Columbia, Canada; he is not, and on the Closing Date will not be, an Affiliate of the Company; all offers and sales of the Subscribed for Units shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to Rule 144 registration of the Subscribed for Units under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Subscribed for Units have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by the Company (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Subscribed for Units or an applicable exemption from the registration requirements of the 1933 Act; or (B) the offer and sale is outside Subscribed for Units have not been offered to the Subscriber in the United States and the individuals making the decision to other than a U.S. person. If purchase the Purchaser is Subscribed for Units and executing and delivering this Agreement on behalf of the Subscriber were not a in the United States personwhen the decision was made and this Agreement was executed and delivered; he will not engage in any activity for the purpose of, or that could reasonably be expected to have the Purchaser hereby represents that effect of, conditioning the Purchaser is satisfied as to market in the full observance United States for any of the laws Shares; neither the Subscriber nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Purchaser’s jurisdiction applicable to the Purchaser in connection with Subscribed for Units or any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase other securities of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) Company until after the income tax and other tax consequences, if any, that may be relevant to end of the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment forDistribution Compliance Period, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction acknowledges that such activities are applicable to the Purchaser.prohibited by Regulation S.

Regulation S. In issuing Purchaser hereby acknowledges and selling represents that at the Securities, time of issuance of the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; Securities it is not, and if it exercises the Warrants then at the time of the issuance of the Warrant Shares it will not be, a condition U.S. Person (as defined below), and further provides the represents and warrants: (i) The Securities are being, and if Purchaser exercises the Warrants then the Warrant Shares will be, acquired for investment for Purchaser’s own account, not as a nominee or agent, and not for the account or benefit of, a U.S. Person, and not with a view to the availability resale or distribution of the Regulation S “safe harbor” that the Securities not be offered or sold any part thereof in the United States or to a U.S. person until Person, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the expiration same. Purchaser does not have, and at the time of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration issuance of the one-year “distribution compliance period” Warrant Shares (if any) will not have, any contract, undertaking, agreement or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”)arrangement with any person to sell, the Note, the Warrant and the underlying securities may, subject transfer or grant participations to such person or to any restrictions contained third person in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, or any hedging transaction with any third person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and or to other than a U.S. person. If the Purchaser is not a United States personresident, with respect to any of the Securities and, if it exercises the Warrants, the Warrant Shares. Purchaser hereby represents further acknowledges and understands that the Purchaser is satisfied as to certificates evidencing the full observance of Shares, the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequencesWarrants and, if anyit exercises the Warrants, that may the Warrant Shares, issued to Purchaser shall be relevant imprinted with the following legend (in addition to the purchaseany legend required under applicable state or foreign securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, holdingAS AMENDED (THE “ACT”), redemptionAND MAY NOT BE SOLD, sale or transfer of such SecuritiesMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. The Purchaser’s subscription and payment forTHE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserNO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”

Regulation S. In issuing (i) Obligo represents and selling the Securities, the Company may be relying upon the warrants that it is not a “safe harborU.S. person” provided by Regulation S and/or on Section 4(2(as defined in Rule 902(k) under the Act; it is a condition to the availability Securities Act of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” 1933, as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing amended (the “Restricted PeriodSecurities Act”), the Note, the Warrant ) and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is that Obligo has its principal address outside the United States and to other than a U.S. person. If was located outside the Purchaser is not a United States personat the time any offer to receive the OP Shares and the Class B OP Shares was made to Obligo and at the time that this Agreement was executed by Obligo. (ii) Obligo represents and warrants that (1) it is acquiring the OP Shares and the Class B OP Shares for its own account (and not for the account of others) for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Purchaser hereby represents Securities Act; (2) it was not formed for the specific purpose of acquiring the OP Shares and the Class B OP Shares; (3) it understands that there is no established market for the Purchaser is satisfied OP Shares and the Class B OP Shares and that no public market for the OP Shares and the Class B OP Shares may develop and that no U.S. federal or state agency has passed upon the OP Shares and the Class B OP Shares, or made any findings or determination as to the full observance fairness of an investment in the OP Shares and the Class B OP Shares; and (4) it is aware of the laws of restrictions on transfer contained in the PurchaserOperating Partnership’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, organizational documents. (iii) any governmental Obligo understands that the OP Shares and the Class B OP Shares to be received as contemplated hereunder has not been registered under the Securities Act or other consents that U.S. state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws. (iv) The Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Obligo contained herein. (v) The OP Shares and the Class B OP Shares cannot be resold unless registered under the Securities Act and applicable U.S. state securities laws, or unless an exemption from registration under the Securities Act is available. (vi) Because of the restrictions on transfer or assignment, the economic risk of the OP Shares and the Class B OP Shares issued hereby may need to be obtained and borne for an indefinite period of time. (ivvii) the income tax and other tax consequences, Certificates (if any, that may be relevant ) representing the OP Shares and the Class B OP Shares will bear a legend substantially similar to the purchasefollowing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, holdingAS AMENDED (THE “ACT”), redemptionOR UNDER ANY STATE SECURITIES LAWS, sale or transfer of such SecuritiesAND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

Regulation S. In issuing (i) The Investor understands and selling acknowledges that (A) the Securities acquired pursuant to this Subscription Agreement have not been registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Securities have not been registered with any state securities commission or authority; (B) the Securities are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) pursuant to the requirements of Regulation S, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (D) other than as set forth in this Subscription Agreement and the Registration Rights Agreement between the Company and the Investor, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) (A) The Investor is not a U.S. person and is not acquiring the Securities for the account of any U.S. person; (B) if a corporation, it is not organized or incorporated under the laws of the United States; (C) if a corporation, no director or executive officer is a national or citizen of the United States; and (D) it is not otherwise deemed to be a “U.S. Person” within the meaning of Regulation S. (iii) The Investor, if not an individual, was not formed specifically for the purpose of acquiring the Securities purchased pursuant to this Subscription Agreement. (iv) The Investor is purchasing the Securities for its own account and risk and not for the account or benefit of a U.S. Person as defined in Regulation S and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The Investor understands, acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time and that prior to any such offer or sale, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is require, as a condition to the availability effecting a transfer of the Regulation S “safe harbor” that Securities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities not be offered Act and any state securities acts, if applicable. (v) The Investor will, after the expiration of the restricted period, as set forth under Rule 903 of Regulation S, offer, sell, pledge or sold otherwise transfer the Securities only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act and, in any case, in accordance with applicable state securities laws. The transactions contemplated by this Subscription Agreement have neither been pre-arranged with a purchaser who is in the United States or to who is a U.S. person until the expiration Person, nor are they part of a one-year plan or scheme to evade the registration provisions of the United States federal securities laws. (vi) The offer leading to the sale evidenced hereby was made in an “distribution compliance periodoffshore transaction.” (or a six-month For purposes of Regulation S, the Investor understands that an “distribution compliance period,” if the issuer is a “reporting issuer,offshore transaction” as defined in under Regulation S) following the closing; and notwithstanding the foregoing, prior S is any offer or sale not made to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained person in the Note or the Warrant, as applicable, be offered United States and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order is within originated, the purchaser is outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 of Regulation S, the offer and sale transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States or (2) Rule 904 of Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States. (vii) Neither the Investor nor any affiliate of the Investor or any person acting on its behalf, has made or is aware of any “directed selling efforts” in the United States, which is defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities being purchased hereby. (viii) The Investor understands that the Company is the seller of the Securities which are the subject of this Subscription Agreement, and that, for purpose of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The Investor agrees that it will not, during the restricted period set forth under Rule 903 of Regulation S, act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents Person. (ix) The Investor acknowledges that the Purchaser is satisfied as to Securities will bear a legend in substantially the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securitiesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, including THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iTHE “SECURITIES ACT”) the legal requirements within the Purchaser’s jurisdiction for the purchase of the SecuritiesAND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, (ii) any foreign exchange restrictions applicable to such purchasePURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequencesOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRA­TION UNDER THE SECURITIES ACT, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserTHE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S. In issuing Attached as Appendix A hereto are the defined terms in Regulation S. All defined terms shall have the meanings set forth in Appendix A and selling Regulation S. (i) The undersigned understands and acknowledges that: (A) the Securities acquired pursuant to this Subscription Agreement have not been registered under the Securities Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in this Subscription Agreement between the Company and the undersigned, including the Registration Rights Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available; (ii) (A) The undersigned is not a U.S. person and is not acquiring the Securities for the account of any U.S. Person; (B) if a corporation, it is not organized or incorporated under the laws of the United States; (C) if a corporation, no director or executive officer is a national or citizen of the United States; and (D) is not otherwise deemed to be a “U.S. Person” within the meaning of Regulation S: (iii) The undersigned, if not an individual, was not formed specifically for the purpose of acquiring the Securities purchased pursuant to this Subscription Agreement; (iv) The undersigned is purchasing the Securities for his or its own account and risk and not for the account or benefit of a “U.S. Person” as defined in Regulation S and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The undersigned understands, acknowledges and agrees that he or it must bear the economic risk of his or its investment in the Securities for an indefinite period of time and that prior to any such offer or sale, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is require, as a condition to the availability effecting a transfer of the Regulation S “safe harbor” that Securities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities not be offered Act and any state securities acts, if applicable; (v) The undersigned will, after the expiration of the Restricted Period, as set forth in Rule 903(b)(3)(iii)(A) under Regulation S, offer, sell, pledge or sold otherwise transfer the Securities only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act and, in any case, in accordance with applicable state securities laws. The transactions contemplated by this Subscription Agreement have neither been pre-arranged with a purchaser who is in the United States or who is a U.S. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws; (vi) The offer leading to the sale evidenced hereby was made in an “offshore transaction.” For purposes of Regulation S, the undersigned understands that an “offshore transaction” is defined as any offer or sale not made to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered United States and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order originated, the purchaser is within outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 under Regulation S, the offer transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside of the United States, or (2) Rule 904 under Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and sale neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (vii) Neither the undersigned nor any affiliate of the undersigned nor any person acting on his or its behalf, has made or is outside aware of any “directed selling efforts” in the United States, which term is defined in Regulation S as any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities being purchased hereby; (viii) The undersigned understands that the Company is the seller of the Securities and that, for purpose of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The undersigned agrees that he or it will not, during the Restricted Period (as defined above), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. person. If Person other than in compliance with the Purchaser is not a United States personSecurities Act and any state securities laws, the Purchaser hereby represents if applicable; and (ix) The undersigned acknowledges that the Purchaser is satisfied as to Securities will bear a legend in substantially the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securitiesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, including THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iTHE “SECURITIES ACT”) the legal requirements within the Purchaser’s jurisdiction for the purchase of the SecuritiesAND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, (ii) any foreign exchange restrictions applicable to such purchasePURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequencesOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserTHE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF A HEDGING TRANSACTION UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2(i) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser Seller hereby represents that the Purchaser is it has satisfied itself as to the full observance of the laws of the Purchaser’s its jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the SecuritiesEscrow Shares or Belzberg Shares or any use of this Agreement, including (i) the legal requirements within the Purchaser’s its jurisdiction for the purchase of the SecuritiesEscrow Shares or Belzberg Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securitiesthe Escrow Shares or Belzberg Shares. The Purchaser’s subscription issuance and payment for, Seller’s acquisition of the Escrow Shares and the Purchaser’s Belzberg Shares and continued beneficial ownership of the Securities, Escrow Shares will not violate any applicable securities or other laws of Seller’s jurisdiction. (ii) The Belzberg Shares and Escrow Shares are not being acquired for the account or benefit of, a U.S. Person, and not with a view to the resale or distribution of any part thereof in the United States or to a U.S. Person, and Seller has no present intention of selling, granting any participation in, or otherwise distributing the same to any U.S. Person. (iii) Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States or to a United States resident, with respect to any of the Escrow Shares. (iv) Seller understands that the Belzberg Shares and Escrow Shares are not registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act in part pursuant to Regulation S thereof, and that Purchaser’s jurisdiction reliance on such exemption is predicated on Seller’s representations set forth herein. (v) Seller is a person or entity that are is not a U.S. Person. (vi) Seller further acknowledges and understands that the certificate evidencing the Escrow Shares and the Belzberg Shares shall be imprinted with the following legend (in addition to any legend required under applicable to the Purchaserstate or foreign securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS EITHER IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS (OTHER THAN WITH RESPECT TO A SALE PURSUANT TO RULE 144(K) UNDER THE ACT, PROVIDED THAT THE ISSUER SHALL HAVE RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(K)). IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”

Regulation S. In issuing 6.1.1 The Securities to be issued and selling delivered in connection with the Securities, transactions contemplated by this Agreement have not been registered under the Securities Act or under the securities laws of any state of the United States or the laws of any other jurisdiction. The Purchaser acknowledges that the Company may be is relying upon on the “safe harbor” provided exemption from registration under the Securities Act afforded by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” and that the Securities will be deemed "restricted securities" within the meaning of Rule 144 under the Securities Act. Accordingly, the Securities to be delivered pursuant to this Agreement (together with any other shares in respect thereof received pursuant to conversions, exchanges, stock split, stock dividends or other reclassifications or changes thereof, or consolidations or reorganizations of the Company) may not be offered or sold in sold, and no hedging transactions may be engaged in, within the United States States, except in accordance with Regulation S or pursuant to a U.S. person until registration statement filed on an appropriate form under the expiration Securities Act and declared effective by the Commission or pursuant to another viable exemption from registration. All share certificates representing the Securities will have imprinted thereon a legend to such effect. The Company and its transfer agent, if any, will refuse to register any transfer of a one-year “distribution compliance period” all or any portion of the Securities unless made in accordance with the registration or exemptive provisions of the Securities Act and Purchaser acknowledges, and each subsequent holder will be deemed to have acknowledged, that the Company and its transfer agent, if any, will not be required to accept for registration or transfer any of the Securities, except upon presentation of evidence satisfactory to the Company and its transfer agent, if any, that the restrictions set forth herein have been complied with. The Purchaser agrees that all subsequent offers and sales by it of the Securities shall be conducted as set forth herein. 6.1.2 The Purchaser is not an "AFFILIATE" (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements Securities Act) of the Act; Company or (B) acting on behalf of the offer and sale is Company and, at the time of executing this Agreement, was outside the United States and to other than was not a U.S. personPerson (and was not acquiring the Securities for the account or benefit of a U.S. Person) within the meaning of Regulation S. No offer to purchase or acquire the Securities was made by the Purchaser in the United States. 6.1.3 The Purchaser acknowledges that the Company, the Company's transfer agent, if any, and others will rely upon the truth and accuracy of the representations and warranties, covenants and agreements made herein and agrees that if any of the acknowledgments, representations, warranties or agreements deemed to have been made by its purchase or acquisition of the Securities are no longer accurate, it shall promptly notify the Company and its transfer agent, if any. If the Purchaser is not acquiring the Securities as a United States fiduciary or agent for another person, the Purchaser hereby represents that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such other person; and that each such other person is eligible to purchase or acquire the Securities as applicable. 6.1.4 The Purchaser is satisfied as agrees that it will give to each person to whom it transfers the full observance Securities notice of any restrictions on transfer of the laws Securities. 6.1.5 The Purchaser understands that no United States or foreign federal or state agency has passed on or made any recommendation or endorsement of the Purchaser’s jurisdiction applicable to the Purchaser in Securities. 6.1.6 In connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase issuance of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant Purchaser agrees to the purchaseinclusion of a legend, holdingin substantially the following form, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaseron each certificate representing Securities as set forth in Section 12.1 hereof.

Regulation S. In The Purchaser hereby represents and warrants to the Company that the representations set forth below are true and correct in all respects as of the date hereof: a. The Purchaser: (i) resides outside the United States and (ii) certifies that he or she is a Non-U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person. At the time of offering to the Purchaser and communication of the Purchaser’s order to purchase the Shares and at the time of the Purchaser’s execution of this Exercise Notice, the Purchaser and persons acting on the Purchaser’s behalf in connection therewith were located outside the United States. b. The Purchaser has been advised and acknowledges that: i. The Shares have not been, and when issued, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state of the United States or the securities laws of any other country; xx. Xx issuing and selling the SecuritiesShares to the Purchaser pursuant hereto, the Company may be is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the ActSecurities Act (“Regulation S”); it and xxx. Xx is a condition to the availability of the Regulation S “safe harbor” that the Securities Shares not be offered or sold in the United States or to a U.S. person until the expiration of a one-period of one year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; exercise date (the “Restricted Period”). c. The Purchaser agrees that with respect to the Shares until the expiration of the Restricted Period: i. The Purchaser, his or her agents or his or her representatives have not and notwithstanding will not (A) solicit offers to buy, (B) offer for sale or (C) sell any of the Shares, or any beneficial interest therein in the United States or to or for the account of a U.S. person during the Restricted Period; ii. Notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms Sections 901 through 905 of this Agreement and the Note or the Warrant, as applicable, Regulation S and either: (A) if in the case of an offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S)person, the securities are offered and sold pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 under the Securities Act or pursuant to an another exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than and for the account and benefit of a Non-U.S. person, and the purchaser certifies the same; and iii. The Purchaser, his or her agents or his or her representatives have not and will not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. The foregoing restrictions are binding upon subsequent transferees of the Shares as though such transferees were the original purchaser, except for transferees pursuant to an effective registration statement. The Purchaser agrees that after the Restricted Period, the Shares may be offered or sold within the United States or to or for the account or benefit of a U.S. person. If person only pursuant to applicable securities laws. d. Neither the Purchaser nor any of his or her affiliates has engaged, nor is he or she aware that any other party has engaged, and the Purchaser will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Section 902(c) of Regulation S) in the United States with respect to the Shares. e. The Purchaser is not a United States person“distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act). f. The Purchaser acknowledges and agrees that the sale, disposition or transfer of the Purchaser hereby represents that Shares by the Purchaser is satisfied as to the full observance restricted by U.S. federal securities laws and that any resale of the laws Shares shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the Purchaser’s jurisdiction applicable Securities under the Securities Act, or pursuant to an available exemption from the Purchaser registration requirements of the Securities Act. g. All offering materials and documents used in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase offers and sales of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant Shares prior to the purchaseexpiration of the Restricted Period shall include statements to the effect that the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons other than distributors, holdingunless the Shares are registered under the Securities Act, redemptionor an exemption from the registration requirements of the Securities Act is available. Such offering materials and documents must also state that hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act. x. Xx used herein, sale or transfer the term “United States” means and includes the United States of such Securities. The Purchaser’s subscription America, its territories and payment forpossessions, any State of the United States, and the Purchaser’s continued beneficial ownership District of Columbia, and the Securities, will not violate any applicable securities or other laws term “U.S. person” (as defined in Section 902(k) of the Purchaser’s jurisdiction that are applicable to the Purchaser.Regulation S) means:

Regulation S. In (i) The Acquiror (A) is domiciled and has its principal place of business outside the United States, (B) certifies that it is not a U.S. Person as defined under Rule 902 of Regulation S (“Regulation S”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and is not acquiring the Securities for the account or benefit of any U.S. Person, (C) at the time of offering to the Acquiror and communication of the Acquiror’s order to purchase the Securities and at the time of the Acquiror’s execution of this Agreement, the Acquiror was located outside the United States, and (D) at the time of the Closing, the Acquiror, or persons acting on the Acquiror’s behalf in connection therewith, will be located outside the United States. (ii) The Acquiror has been advised and acknowledges that: (A) the Securities issued pursuant to this Agreement have not been, and when issued, will not be registered under the 1933 Act or the securities laws of any state of the United States, (B) in issuing and selling the SecuritiesSecurities to the Acquiror pursuant hereto, the Company may be is relying upon the “safe harbor” exemption from registration provided by Regulation S and/or on Section 4(2of the 1933 Act, and (C) under the Act; it is a condition to the availability of the Regulation S “safe harbor” harbor that the Securities not be offered or sold in the United States or to a U.S. person Person until the expiration of a one-year period of 40 days after the Closing Date (the “distribution compliance period” Distribution Compliance Period”). (iii) The Acquiror acknowledges and covenants that until the expiration of the Distribution Compliance Period (A) it and its agents or representatives have not solicited and will not solicit offers to buy, offer for sale or sell any of the Securities or any beneficial interest therein in the United States or to or for the account of a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation SU.S. Person and (B) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Distribution Compliance Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, Securities 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 the Note or the Warrant, as applicable, and either: either (AX) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered Person and sold pursuant to an effective registration statement or pursuant to statement, Rule 144 promulgated under the 1933 Act or pursuant to an exemption from the registration requirements of the Act; 1933 Act or (BY) the offer and sale is outside the United States and to other than a U.S. personPerson. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase The foregoing restrictions are binding upon subsequent transferees of the Securities, (ii) any foreign exchange restrictions except for transferees pursuant to an effective registration statement. The Acquiror agrees that after the Distribution Compliance Period, the Securities 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 to such purchase, (iii) any governmental or other consents that may need to be obtained and securities laws. (iv) The Acquiror is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the income tax 1933 Act). (v) The Acquiror hereby acknowledges that during the Distribution Compliance Period, no deposit of the Securities issued hereunder will be accepted into the Company’s American Depositary Shares (“ADS”) program, and other tax consequences, if any, that no Securities may be relevant offered or sold in the United States or to U.S. Persons unless such Securities are registered under the purchase1933 Act, holding, redemption, sale or transfer an exemption from the registration requirements of such Securitiesthe 1933 Act is available. The Purchaser’s subscription and payment forAcquiror further acknowledges that, and for so long as the Purchaser’s continued beneficial ownership Securities are held by affiliates of the SecuritiesCompany (it being understood that, as used herein, “affiliate” shall have the meaning given to such term under Rule 144(a)(1) under the 0000 Xxx) or are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, such Securities will not violate be eligible for deposit under any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserunrestricted depositary receipt facility.

Regulation S. In issuing a) The Seller is not, and selling the SecuritiesSeller is not acquiring the Closing Shares Payment to be issued thereto hereunder, for the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is account or benefit of, a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a "U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” Person" as defined in Rule 902 of Regulation S ("REGULATION S") promulgated under the Securities Act. b) The Seller was not organized under the laws of any United States jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act. c) As of the date hereof, the Seller was outside the United States. d) The Seller acknowledges that the Ordinary Shares constituting the Closing Shares Payment are deemed to be "restricted securities" as defined in Rule 144 promulgated under the Securities Act. Any resale of such Ordinary Shares will be made only in accordance with the provisions of Regulation S) following , pursuant to registration of the closing; securities under the Securities Act, or pursuant to an exemption from such registration. Securities acquired upon a resale will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of Regulation S. The Seller acknowledges, agrees and notwithstanding covenants that it will not engage in hedging transactions with regard to the foregoing, Closing Shares Payment prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined period specified in Rule 903 of Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered and sold by the holder thereof only if such offer and sale is made unless in compliance with the terms Securities Act. e) The Seller acknowledges and agrees that certificates representing the Closing Shares Payment (including the Escrow Shares) will contain one or more legends to the effect that transfer of this Agreement and such securities is prohibited except in accordance with the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account provisions of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an available exemption from registration. f) The Seller acknowledges that the registration requirements Closing Shares Payment are being offered and sold to it in reliance on specific provisions of the Act; or (B) the offer U.S. federal and sale is outside the United States state securities laws and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to relying upon the full observance truth and accuracy of the laws representations, warranties, agreements, acknowledgments and understandings of the Purchaser’s jurisdiction applicable Seller set forth herein in order to determine the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer applicability of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserprovisions.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant Note and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicableNote, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents that the Purchaser is satisfied as to the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.

Regulation S. In issuing (i) The undersigned understands and acknowledges that: (A) the Shares acquired pursuant to this Subscription Agreement have not been registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Shares have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Shares may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 4 of this Subscription Agreement, the Company is under no obligation to register the Shares under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) If the undersigned is: (A) an individual, the undersigned represents and warrants that he or she is not a U.S. person and is not acquiring the Shares for the account of any U.S. person; (B) a corporation, the undersigned represents and warrants that it is not organized or incorporated under the laws of the United States; and (C) a corporation, the undersigned represents and warrants that no director or executive officer is a national or citizen of the United States; The undersigned further represents and warrants that he, she or it is not otherwise deemed to be a U.S. Person. For purposes of this Subscription agreement, the term "U.S. Person" shall have the meaning ascribed it such term pursuant to Regulation S. (iii) The undersigned, if not an individual, was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Subscription Agreement. (iv) The undersigned is purchasing the Shares for its own account for investment only and has no intention of selling or distributing the SecuritiesShares and no other person, including, without limitation, a U.S. Person, has any interest in or participation in the Shares or any right, option, security interest, pledge or other interest in or to the Shares. The undersigned recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of the undersigned. The undersigned understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares and the undersigned understands, acknowledges and agrees that prior to any such offer or sale, the Company may be relying upon require, subject to the “safe harbor” provided by Regulation S and/or on fulfillment of the Company's obligations under Section 4(2) under the Act; it is 4 of this Subscription Agreement, as a condition to the availability effecting a transfer of the Shares, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act and any state securities acts, if applicable (v) The undersigned will, after the expiration of the Restricted Period, as set forth under Regulation S “safe harbor” that Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise transfer the Shares only in accordance with Regulation S, or pursuant to an available exemption under the Securities not be offered Act and, in any case, in accordance with applicable state securities laws. The undersigned covenants that neither it nor any affiliate, nor any other person or sold entity acting on its or their behalf, has the intention of entering, or will enter into any hedging transaction in violation of the provisions of Regulation S. The transactions contemplated by this Subscription Agreement have neither been pre-arranged with a purchaser who is in the United States or who is a U.S. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws. (vi) The offer leading to the sale evidenced hereby was made in an "offshore transaction." For purposes of Regulation S, the undersigned understands that an "offshore transaction" as defined under Regulation S is any offer or sale not made to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, be offered United States and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and the Note or the Warrant, as applicable, and either: either (A) if at the offer or sale time the buy order is within originated, the purchaser is outside the United States States, or to the seller or for any person acting on his behalf reasonably believes that the account of a U.S. person (as such terms are defined in Regulation S), purchaser is outside the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the ActUnited States; or (B) for purposes of (1) Rule 903 of Regulation S, the offer and sale transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States or (2) Rule 904 of Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States. (vii) Neither the undersigned nor any affiliate of the undersigned or any person acting on its behalf, has made or is aware of any "directed selling efforts" in the United States, which is defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being purchased hereby. (viii) The undersigned understands that the Company is the seller of the Shares which are the subject of this Subscription Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The undersigned agrees that it will not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor, either directly or though any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Shares other than to a non-U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents Person. (ix) The undersigned acknowledges that the Purchaser is satisfied as to Shares will bear a legend in substantially the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securitiesfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, including THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iTHE "SECURITIES ACT") the legal requirements within the Purchaser’s jurisdiction for the purchase of the SecuritiesAND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, (ii) any foreign exchange restrictions applicable to such purchasePURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequencesOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the PurchaserTHE SHARES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S. In issuing and selling the Securities, the Company may be relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; it is a condition to the availability INVESTMENT PURPOSE Each of the Regulation S “safe harbor” Vendors (other than Scottish Enterprise, Jean Xxxtaert and Allex Xxxxxxx Xxxxxxxxx) xxpresents and warrants that at the Securities not be offered or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; and notwithstanding the foregoing, prior to the expiration time of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if investment decision to enter into and on the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”)date hereof, the Note, the Warrant and the underlying securities may, subject to any restrictions contained in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale Vendor is outside the United States and to other than a U.S. person. If the Purchaser is not a United States person, "U.S. Person" as such term is defined in Regulation S under the Purchaser hereby represents Securities Act and that such Vendor will not sell such Shares except pursuant to such a valid registration statement under the Securities Act or exemption from registration under the Securities Act. Each of Jean Xxxtaert and Allex Xxxxxxx Xxxxxxxxx xxxresent and warrant that he will execute such documents and provide such information that the Purchaser may reasonably request to ensure that the issuance of shares to him under this Agreement is satisfied as exempt from registration under the Securities Act and applicable state blue sky laws. Each Vendor acknowledges that the issuance to such Vendor of the full observance Shares has not been registered under the Securities Act or the securities laws of any state and will contain the following restrictive legend: 41 "The securities represented by this certificate have not been registered under the Securities Act of 1933 or the laws of any state and may not be transferred in the Purchaser’s jurisdiction absence of any effective registration statement for the securities under the Securities Act of 1933 and applicable state laws or an opinion of counsel reasonably satisfactory to the Company that such registration is not required." The Purchaser agrees that upon the written request of a Vendor and receipt from such Vendor of reasonably and customary factual representations as to such Vendor's ownership of the applicable shares it will cause such restrictive legend to be removed and a new certificate issued without such restrictive legend as soon as reasonably practicable following receipt of an opinion of counsel whose reasonable and customary fees shall be paid by the Purchaser in form and substance reasonably acceptable to the Purchaser in connection with that based upon such factual representations any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase transfer of the Securities, (ii) any foreign exchange restrictions applicable to Shares represented by such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) certificate by the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, registered holder thereof will not violate any require registration under the Securities Act or applicable securities state law in order to comply with such act or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaserstate law.

Regulation S. In issuing The Warrant Holder acknowledges and selling represents that at the Securitiestime of issuance of the Warrants, he is not a U.S. Person (as defined below), and further provides represents and warrants: (i) the Company may be relying upon Warrants are being acquired for investment for the “safe harbor” provided by Regulation S and/or on Section 4(2) under Warrant Holder’s own account, not as a nominee or agent, and not for the Act; it is account or benefit of, a condition U.S. Person, and not with a view to the availability resale or distribution of the Regulation S “safe harbor” that the Securities not be offered or sold any part thereof in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period” (or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the closing; Person, and notwithstanding the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the closing (the “Restricted Period”), the Note, that the Warrant and Holder has no present intention of selling, granting any participation in, or otherwise distributing the underlying securities maysame. The Warrant Holder does not have any contract, subject undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any restrictions contained third person in the Note or the Warrant, as applicable, 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 the Note or the Warrant, as applicable, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, or any hedging transaction with any third person in the United States or to a United States resident, with respect to any of the Warrants. The Warrant Holder further acknowledges and understands that the certificate evidencing the Warrants issued to the Warrant Holder shall bear a restrictive legend. The Warrant Holder covenants with NovaBay, that the Warrant Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (as or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrants received hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. The Warrant Holder hereby agrees to resell such terms are defined Warrants only in accordance with the provisions of Regulation S under the Securities Act (“Regulation S”), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act Securities Act, or pursuant to an exemption from registration. The Warrant Holder further agrees not to engage in hedging transactions with regard to the registration requirements Warrants unless in compliance with the Securities Act. The Warrant Holder agrees that the Warrant Holder will not effect any disposition of the Warrant that would constitute a sale within the meaning of the Securities Act, except: (x) pursuant to the provisions of Regulation S; or (By) in a transaction exempt from registration under the offer Securities Act, in which case the Warrant Holder shall, prior to effecting such disposition, submit to NovaBay an opinion of counsel in form and sale is outside substance reasonably satisfactory to NovaBay to the United States and to other than a U.S. person. If the Purchaser is not a United States person, the Purchaser hereby represents effect that the Purchaser proposed transaction is satisfied as to in compliance with the full observance of the laws of the Purchaser’s jurisdiction applicable to the Purchaser in connection with any invitation to subscribe for the Securities, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such Securities. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction that are applicable to the Purchaser.Securities Act;