EFTA01382777.pdf

S-1/A Table of Contrail Notice to Prospective Investors in Singapore This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase. of securities may not be circulated or distributed. nor may the securities be offered or sold, or be made the subject of an imitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1). or any person pursuant to Section 275(1A). and in accordance with the conditions specified in Section 275. of the SFA, or (iii) othe wise pursuant to. and in accordance with the conditions of. any other applicable provision of the SFA. Where the securities are subscribed or purchased undo. Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; securities (as defmed in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except: (I) to an institutional investor or to a relevant person defined in Section 275(2) of the SEA, or to any person arising from an offer referred to in Section 275(IA) or Section 276(4XiXB) of the SEA; (2) where no consideration is or will be given for the transfer. (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SPA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Notice to Prospective Investors in Canada The shares of Class A common stock may be sold only to purchasers purchasing. or deemed to be purchasing. as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements. Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from. or in a transaction not subject to. the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a mimpresentation, provided that the remedies for rescission or damages OfC exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Cotglicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this ofl'ering. 243 bar/Namsec.goy/Arch' vecledgaddataht83980/0001 1 931251 5334479/(B1022ds la.htm[10/14/2015 9:06:38 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082263 CONFIDENTIAL SONY GM_00228447 EFTA01382777