en Key to Regulation S Restrictions

Key to Regulation S Restrictions

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If you are a distributor (as defined in Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities Act"), a dealer (as defined in Section 2(a)(12) of the U.S. Exchange Act of 1934) or a person receiving a selling concession, fee or remuneration in respect of the securities, please see the appropriate notice below which relates to your security and describes restrictions under Regulation S applicable to you.

Regulations S Category 2

The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (other than distributors) unless such securities are registered under the Securities Act or an exemption from registration is available. The securities are being sold outside of the United States in reliance on Regulation S. Please note that you are subject to the same restrictions on offers and sales under Regulation S that apply to a distributor: (i) during the period (the "distribution compliance period") until 40 days after the later of the initial sale to persons other than distributors and the date of the closing of the offering, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (other than a distributor), except pursuant to registration under the Securities Act or pursuant to an available exemption from the registration provisions of the Securities Act; (ii) any offer and sale by you of an unsold allotment or subscription shall be deemed to be made within the distribution compliance period; and (iii) if you sell securities during the distribution compliance period to a distributor, a dealer or a person receiving a selling concession, fee or remuneration in respect of such securities, you are required to send a confirmation or other notice to that purchaser stating that the purchaser is subject to the restrictions set forth in this paragraph. Terms used herein have the meanings ascribed to them in Regulation S.

Regulation S Category 3 Equity

The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (other than distributors) unless such securities are registered under the Securities Act or an exemption from registration is available. The securities are being sold outside of the United States in reliance on Regulation S. Please note that you are subject to the same restrictions on offers and sales under Regulation S that apply to a distributor, including: (i) during the period (the "distribution compliance period") until one-year after the later of the initial sale to persons other than distributors or the date of the closing of the offering, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (other than a distributor), except pursuant to registration under the Securities Act or pursuant to an available exemption from the registration provisions of the Securities Act; (ii) any offer and sale by you of an unsold allotment or subscription shall be deemed to be made within the distribution compliance period; and (iii) if you sell securities during the distribution compliance period to a distributor, a dealer or a person receiving a selling concession, fee or remuneration in respect of such securities, you are required to send a confirmation or other notice to that purchaser stating that the purchaser is subject to the restrictions set forth in this paragraph. Terms used herein have the meanings ascribed to them in Regulation S.

Regulation S Category 3 Debt

The securities have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (other than distributors) unless such securities are registered under the Securities Act or an exemption from registration is available. The securities are being sold outside of the United States in reliance on Regulation S. Please note that you are subject to the same restrictions on offers and sales under Regulation S that apply to a distributor: (i) during the period (the "distribution compliance period") until 40 days after the later of the initial sale to persons other than distributors or the date of the closing of the offering, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (other than a distributor), except pursuant to registration under the Securities Act or pursuant to an available exemption from the registration provisions of the Securities Act; (ii) any offer and sale by you of an unsold allotment or subscription shall be deemed to be made within the distribution compliance period; and (iii) if you sell securities during the distribution compliance period to a distributor, a dealer or a person receiving a selling concession, fee or remuneration in respect of such securities, you are required to send a confirmation or other notice to that purchaser stating that the purchaser is subject to the restrictions set forth in this paragraph. Terms used herein have the meanings ascribed to them in Regulation S.