The common shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except to (a) persons that are QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) and (b) non-U.S. persons in offshore transactions in reliance on Regulation S.
Each purchaser of the common shares who is a U.S. person within the meaning of Regulation S under the Securities Act, including purchasers who are U.S. persons acquiring common shares in offshore transactions, will be deemed to represent, agree and acknowledge, as applicable, as follows:
It’s acknowledged that for so long as any of the common shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, holders of such restricted securities, and prospective purchasers (as designated by such holders) of such restricted securities, shall have the right to obtain upon request any information required to be provided by Rule 144A(d)(4) under the Securities Act during any period in which JSL is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or JSL are not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act.
Pursuant to the terms of Resolution No. 2,689 of the CMN for non-Brazilian holders, any U.S. person that acquires the common shares in this offering will be permitted to transfer such purchased common shares solely in a transaction effected on the B3 or another securities exchange in Brazil other than in a pré-arranged trade with a counter party. To the extent that the provisions of Resolution No. 2,689 are modified in the future to permit transfers by non-Brazilian holders other than on the B3 or another securities exchange in Brazil, JSL will require, and each purchaser acknowledges and agrees, as a condition to any such transfer by a U.S. person that acquires the common shares in this offering, that the transferee execute a document confirming each of the representations and agreements set forth above.