each Person listed on SCHEDULE 2 hereto under the heading “Series A Investors” (each a “Series A Investor” and collectively, the “Series A Investors”);

denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

to the Investors, pro rata in payment of any Aggregate Unpaids in respect of breakage costs owed by the SPV hereunder to such Investors;

Schedule # Investors

“Permitted Holders” means # the Investors and # any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this [clause (b)], the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.

List of Accredited Investors

QS Investors Holdings, LLC

For Individual Investors Only:

“Moody’s” means Moody’s Investors Service, Inc.