Acknowledgement
IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.
The following terms apply to the red herring prospectus dated November 25, 2016 (“Red Herring Prospectus”) and accompanying preliminary international wrap dated November 25, 2016 (“Preliminary International Wrap”) (collectively, the “Preliminary Offering Memorandum”) of Laurus Labs Limited (the “Company”) attached to this email. You are therefore advised to read this page carefully before reading, accessing or making any other use of the attached Preliminary Offering Memorandum. In accessing the Preliminary Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached Preliminary Offering Memorandum on the basis that you have confirmed your representation, agreement and acknowledgement to each of Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited, Jefferies India Private Limited and SBI Capital Markets Limited (collectively, the “Book Running Lead Managers” or “BRLMs”) and Kotak Securities Limited and SBICAP Securities Limited (the “Syndicate Members”) that (1) you are the intended recipient of the attached Preliminary Offering Memorandum; (2) (i) you are neither resident in the United States nor a U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), nor acting on behalf of a U.S. person, the electronic mail address to which this e-mail has been delivered is not located in the United States, its territories or possessions, and, to the extent that you eventually purchase the Equity Shares described in the attached Preliminary Offering Memorandum, you will be doing so pursuant to Regulation S under the U.S. Securities Act or (ii) you are a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act; and (3) you consent to delivery of the attached Preliminary Offering Memorandum and any amendments or supplements thereto by electronic transmission. The attached Preliminary Offering Memorandum has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, Selling Shareholders (as defined in the attached Preliminary Offering Memorandum), BRLMs, the Syndicate Members, their affiliates or any person who controls any of them, or any of their respective directors, officers, employees or agents or any affiliates of any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies between the Preliminary Offering Memorandum distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of any underwriter named herein, nor any person who controls it or any director, officer, employee or agent of it, or affiliate of any such person as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions. Restrictions: The attached Preliminary Offering Memorandum is being furnished in connection with an offering exempt from or not subject to registration under the U.S. Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the Equity Shares described in the Preliminary Offering Memorandum. In making an investment decision, investors must rely on their own examination of the merits and risks involved.
THE EQUITY SHARES REFERRED TO IN THE PRELIMINARY OFFERING MEMORANDUM HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. EQUITY SHARES OFFERED OR SOLD OUTSIDE OF THE UNITED STATES ARE BEING OFFERED OR SOLD IN COMPLIANCE WITH THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS AND SALES OCCUR.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either issuer of the securities or the BRLMs or the Syndicate Member to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute a “general solicitation” or “general advertising” (each as defined in Regulation D under the U.S. Securities Act) or “directed selling efforts” (as defined in Regulation S under the U.S. Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and either the BRLM or a Syndicate Member or any affiliate of such BRLM or Syndicate Member is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such BRLM or Syndicate Member or any of its eligible affiliates on behalf of the issuer in such jurisdiction. Recipients of this email and the attached Preliminary Offering Memorandum who intend to subscribe for or purchase the Equity Shares referred to in the Preliminary Offering Memorandum are reminded that any subscription or purchase of the Equity Shares may only be made on the basis of the information contained in the Preliminary Offering Memorandum. You are reminded that you have accessed the attached Preliminary Offering Memorandum on the basis that you are a person into whose possession this Preliminary Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Equity Shares described therein.
YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) FORWARD OR DELIVER THE ATTACHED PRELIMINARY OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE, IN WHOLE OR IN PART, SUCH PRELIMINARY OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PRELIMINARY OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.