U.S. SECURITIES LAW REGULATIONS, REPRESENTATIONS AND RESTRICTIONS

The Holder makes the following representations, warranties and agreements:

1. Non-US. The Holder is not a U.S. Person as defined in Rule 902(k) of Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), which means that the Holder is not a natural person resident in the United States or its territories and possessions (the “United States”), an entity incorporated under the laws of the United States, an estate/trust where the executor/administrator/trustee is a U.S. Person or an non-discretionary account held for a U.S. Person, an agency or branch of a foreign entity located in the United States, or an entity incorporated outside the United States but formed by a U.S. Person principally for the purposes of investing in unregistered securities under the Securities Act (unless incorporated and owned by accredited investors who are not natural persons, estates or trusts). The offer and sale of the Company’s Stablebond Tokens (the “Tokens”) to the Holder was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), which means that the transaction was not effected in the United States. No directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, which means that no marketing efforts were made to the Holder in the United States. The Holder is not acquiring the Tokens for the account or benefit of any U.S. Person.
2. No Offer or Sale. The Holder will not, during the restricted period applicable to the Tokens set forth in the legend below (the “Restricted Period”) and in any agreement with respect to the Tokens, offer or sell any of the Tokens (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S.
3. Registration or Exemption. The Holder will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise transfer the Tokens (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable foreign and state securities laws.
4. No Transfer in Violation of Restrictions; Legend.The Holder acknowledges and agrees that the Company shall not register the transfer of the Tokens in violation of these restrictions. The Holder acknowledges and agrees that the Tokens will be deemed to bear the legend set forth below (in addition to any other legend required by applicable U.S. or non-U.S. federal or state securities laws or provided in any other agreement with the Company):

   THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM. PRIOR TO A DATE THAT IS ONE-YEAR FROM THE DATE OF ISSUANCE OF THE TOKENS, THE TOKENS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS (as defined in Rule 902(D) of Regulation S), UNLESS THE TOKENS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO ONE-YEAR FROM THE DATE OF ISSUANCE OF THE TOKENS, HOLDERS OF TOKENS MAY RESELL SUCH TOKENS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PARTICIPANTS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE TOKENS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT PRIOR TO ONE-YEAR FROM THE DATE OF ISSUANCE OF THE TOKENS RESELL THE TOKENS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE TOKENS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

   EACH HOLDER AGREES THAT HE/SHE/IT WILL DELIVER TO EACH PERSON TO WHOM THIS TOKEN OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

5. Compliance with Regulation S.The Holder and its affiliates and all persons acting on its or their behalf have complied and will comply with the requirement of Regulation S with respect to the Tokens.
6. Not Part of a Plan or Scheme.The transactions contemplated hereby are not part of a plan or scheme on the Holder’s part, any of its affiliates or any person acting on its or their behalf to evade the registration requirements under the Securities Act.