EFTA01381321.pdf

Form S-1 Table of Content) DESCRIPTION OF CAPITAL STOCK The following description summarizes the terms of our capital stock. our amended and restated certificate of incorporation and our amended and restated bylaws. As it is only a summary. it does not contain all the information that may be important to you. For a complete description, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws. each of which will be in effect upon the consummation of this offering. the forms of which are filed as exhibits to the registration statement of which this prospectus is a part. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organize) under the General Corporation Law of the State of Delaware. or the DGCL. Upon the consummation of this offering, our authorize) capital stock will consist of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $0.01 per share. As of 2015. there were shares of common stock outstanding held of record by stockholders. In addition, shams of our common stock were issuable upon exercise of outstanding options granted under the 2012 Plan. No shams of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Unless our Board of Directors determines otherwise, we will issue all shares of our capital stock in uncenificated form. We. our executive officers, directors and all our existing stockholders, including the selling stockholders, will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for 180 days following the date of this prospectus. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. may. in their sole discretion and at any time without notice, release all or any portion of the shares or securities subject to any such lock-up agreements. See "Underwriting" for a description of these lock-up agreements. Common Stock I lolders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future. Listing We have applied to have our common stock approval for listing on NASDAQ under the symbol "BUFF." Transfer Agent and Registrar The transfer agent and registrar for our common stock is Preferred Stock Our amended and restated certificate of incorporation will authorize our Board of Directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by the authorized shares of preferred stock will be available for issuance without further action by you. Our 113 http://www.sec.gov/Archivestedgar/datatl609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080200 CONFIDENTIAL SDNY GM_00228384 EFTA01381321