EFTA01366743.pdf

Amendment #4 Page 314 of 868 shit fl toi prospects or an/ other offenrg material or advertisements in connection wth the offer and sale of any such securees be Ostrtoted or pnalished in any itriadcton, except under circumstances that will result in compliance with the applicable nles and regulations of fret Junsoction Persors re) whose possession this prospects mimes are advised to dorm themsehes tout and to observe any reenctors relabng to the offering and the dstntubon of the prospectus. Ths prospectus does rot constitute an offer to sell a a scrortexon of an offer to buy any securties offered by the prospectus in any luirsdobon in which such an otter or a solicitation s uvavAul. Notice to prospective Mentors in the European Economic Area In relation to each Mercer Slate of the European Economc Area (each, a "Relevant Winter State), no offer of shares may be made to tre pubic in that Relevant Member State aver than A to any *gal entcy when us a qualified investor as delved in the Prospectus Directrve B to fewer tnan 100 Cr t the Relevant Member State has mplemented the relevant provson of the 2010 PD Amendng Drechve, 150, natural or legal persons (other than quablied investors as defied m the Prospectus Directive) as permitted under the Prospectus Durectne, steed to obtaining the prior consent of the representaves. or C in any other crernstances falling withn Article 3(2) of the Prospects Directive, promoted that no such offer of shares shall require the Company or the represertatives to putesh a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pusuard to Article 16 of the Prospectus Directive. Each person in a Relevant Member State who really accpres any shares a to whom any offer is made will be deemed to have represented acleowledged and agreed fat it rainnairlied aerator within The meaning of the law in That Relevant Memter State implementing Anode 2(1)0) of the Prospects Meat.* In the case of any shares being offers to a financial interinedary as that terms used in Mile 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented acknowledged and agreed that the shares acquired by it in the offer have rot teen acquired on a ncodscretenaiy basis on behalf of, nor have they been acquired with a inew to their cafe a resale to, persons in circumstances vetch may give rose to an offer of any shares to Ire pudic other than their offer or resale in a Relevant Mernber State to pelted investors as so defied or in curcunstances in which the prior consent of tre representatives has been obtained to each such proposed otter or resale. The Company, the representanres and their Sautes will rey upon the huh and accuracy of the foregoing representalcns, aomovitedgements and agreements This prospectus has been prepared on the basis that any offer of shares n any Relevant Mentor State wit be made pursuant to an exemption under the Prospectus Direceve from the reqfirernert 10 putlish a prospects for offers of shares Accordngly any person melon° or mending to rake an offer in Mal Relevant Member State of shares which are the suttee, of the offenrg contemplated in the prospectus may only do so in orctrnstances in which no obligation antes for the Company or any of the indenwiters to wash a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer Nether the Company nor the underwriters have authorized. nor do they authorize, the malong of any offer of shares in cicumstances in which an obligator, arises f0r the Company or the underwriters to Poblefh* prospectus for such offer For the purpose of the above chansons. the expresson 'an offer to the pudic' in relation to any shares in any Relevant Member State means tre corrrnurocaton in any form and by any means of stfficrert I-Somalian on 306 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058271 CONFIDENTIAL SDNY_GM_00204455 EFTA01366743