IMPORTANT NOTICE

This workspace is sponsored by D.F. King & Co., Inc., as agent for Andrade Gutierrez International S.A. (the "Issuer").

THIS WORKSPACE IS MADE AVAILABLE ONLY TO PROSPECTIVE PURCHASERS WHO ARE QUALIFIED INSTITUTIONAL BUYERS (AS SUCH TERM IS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). DOCUMENTS POSTED ON THIS WEBSITE MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION CONCERNING THE ISSUER, ITS AFFILIATES AND/OR ITS SECURITIES.

BY CLICKING ON THE “AGREE” BUTTON, YOU AND YOUR INSTITUTION EXPRESSLY AGREE TO:
              (i)   Use all information on this workspace in accordance with your institution’s compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and the laws of any other jurisdiction to which you are subject; and
             (ii)  Comply with the confidentiality obligations and other requirements set forth in paragraphs (1) through (7) below and in the Preliminary Private Placement Memorandum (the “PPM”).

(1)    You shall treat any non-public, confidential, or proprietary information concerning the Issuer (including its subsidiaries and affiliates, the “Company”) referred to in this website, the securities described herein (the “Securities”) and any transaction to which the Securities pertain (the “Transaction”) as confidential, whether furnished to you through a confidential PPM pertaining to the Company, the Securities and/or the Transaction, or otherwise (all such information, whether transmitted electronically (by means of this website, e-mail or otherwise), verbally or in writing is referred to herein as the “Evaluation Material”) and you acknowledge that some or all of the information is or may be price-sensitive information and may include inside information and that the use of such information may be regulated or prohibited by applicable legislation and regulations relating to market abuse and insider dealing and you undertake not to use any such information for any unlawful purpose.

(2)    You shall use reasonable precautions in accordance with your institution’s established procedures (including procedures for the safeguarding of passwords and user IDs) to keep the Evaluation Material confidential; provided, however, that any of such information may be disclosed to your institution’s and its affiliates’ partners, directors, officers, employees, agents, counsel, auditors, advisors and other representatives who have a need to know and who shall expressly agree to comply with the terms hereof.

(3)    The foregoing confidentiality requirements do not apply to (i) any information to the extent it is or becomes generally available to the public other than through you or your institution’s breach of these agreements, (ii) any information that is available to you or your institution from a source other than the Company, provided that such source is not known to you or your institution to be subject to any obligations of confidentiality to the Company or its agents, (iii) any disclosure to the extent required by law or regulation or administrative or other legal process or to the extent requested by regulatory or governmental authorities, (iv) any disclosure that is consented to by the Company or (v) any information that is independently developed by you or your institution without use of or reliance on the Evaluation Material.

(4)    Notwithstanding anything herein to the contrary, the Company, the Placement Agents and each prospective purchaser of the Securities (and any employee, representative or other agent of any of them) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Evaluation Materials and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure. However, any such information relating to the U.S. federal income tax treatment or U.S. federal income tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

(5)    The PPM is a confidential document. Prospective purchasers should read the PPM before making a decision whether to purchase any Securities. Prospective purchasers must not:

  • use the PPM or any other information furnished by the Company for any other purpose;
  • make copies of any part of the PPM or give a copy of the PPM or any other information furnished by the Company to any other person; or
  • subject to paragraph (3) above, disclose any information furnished by the Company, including the information in the PPM, to any other person without the prior written approval of the Company.

(6)    By purchasing any Securities, a prospective purchaser will be deemed to have acknowledged that:

  • it is aware of the need to conduct its own thorough investigation of the Company and the Securities before making an investment in the Securities;
  • it is a “qualified institutional buyer” (as such term is defined in Rule 144A under the Securities Act) that is willing and able to conduct an independent investigation of the risks of ownership of the Securities;
  • it has reviewed the PPM;
  • it has had an opportunity to request any additional information that it needs from the Company;
  • the Securities are being sold without registration under the Securities Act pursuant to an exemption from registration contained in section 4(a)(2) of the Securities Act; and no sale of the Securities may be made unless the Securities are subsequently registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act if available; and
  • the Placement Agents are not responsible for, and are not making any representation concerning, the Company’s future performance, the adequacy, accuracy or completeness of the PPM or the Evaluation Material, the advisability of purchasing the Securities, the execution, validity or enforceability of the Securities or any documents delivered in connection with the Securities.

(7)    You are being offered the Securities in a place where offers and sales of the Securities are permitted, and offers and sales of the Securities are permitted to be made to you.


I have read, understood and agreed to the foregoing terms and conditions.