CEVA Group Plc

Siriusdreef 20, 2132
WT Hoofddorp
The Netherlands

March 8, 2017

To the beneficial owners (or persons who are considering becoming beneficial owners), or duly authorized representatives acting on behalf of beneficial owners (or on behalf of persons who are considering becoming beneficial owners), of the 4.00% First Lien Senior Secured Notes due 2018 (the “Notes”) issued by CEVA Group Plc (“CEVA” or the “Company”).

CEVA is considering making a proposal to holders of the Notes and is asking beneficial owners (or persons who are considering becoming beneficial owners) of the Notes to state whether they are either:

    (i) who (i) is a “U.S. person”, as defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and set forth in Annex A hereto, (ii) (x) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act and set forth in Annex B hereto) or (y) is an institutional “accredited investor” within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act and set forth in Annex C hereto and (iii) qualifies as an eligible holder in any state or states identified in Annex D hereto in which they are resident, as described in Annex D hereto; or

    (ii) (i) is not a “U.S. person” (as defined in Rule 902 under the Securities Act) and (ii) is also a “non-U.S. qualified offeree” (as defined in Annex E hereto), in reliance on Regulation S of the Securities Act.

Each beneficial owner (or person who is considering becoming a beneficial owner) that satisfies the requirements of either (i) or (ii) is referred to herein as a “Qualified Owner” and shall be eligible to receive the relevant offer documents.

The offer documents have been prepared on the basis that any offer of notes in any Member State of the European Economic Area which has implemented Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the “Prospectus Directive”), (each a “Relevant Member State”) will be made in circumstances that do not require the publication of a prospectus under the Prospectus Directive, as implemented in that Relevant Member State. Accordingly, any person making or intending to make an offer in the Relevant Member State of notes which are the subject of the offering contemplated in the offer documents may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. The Company has not authorized, nor does it authorize, the making of any offer of notes in circumstances in which an obligation arises for the Company to publish a prospectus for such offer.

If you are a beneficial owner (or a person who is considering becoming a beneficial owner) of the Notes that is a Qualified Owner, or a representative acting on behalf of such a beneficial owner (or on behalf of a person who is considering becoming such a beneficial owner), please complete the enclosed Eligibility Letter and return it to D.F. King & Co., Inc. (the information and exchange agent for any offer the Company may make) at the address set forth in the Eligibility Letter. Beneficial owners that are not Qualified Owners should take no action at this time.

IN ORDER TO PARTICIPATE IN THE OFFER, BENEFICIAL OWNERS (OR PERSONS WHO ARE CONSIDERING BECOMING BENEFICIAL OWNERS) OR THEIR REPRESENTATIVES MUST COMPLETE THE ELIGIBILITY LETTER ATTACHED HERETO CERTIFYING THAT THEY ARE ELIGIBLE UNDER THE TERMS OF THE OFFER.


RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 PM, NEW YORK CITY TIME, ON APRIL 4, 2017.

COMPLETED FORMS MUST BE SENT TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AND EXCHANGE AGENT FOR THE OFFER, AT (212) 709-3328. You may direct any questions about the eligibility process to D.F. King & Co., Inc., Attention: Andrew Beck, at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone (212) 269-5550 or toll-free at (800) 628-8532, email address: ceva@dfking.com.

This letter is neither an offer nor a solicitation of an offer with respect to the Notes or any other security nor does it create any obligations whatsoever on the part of the Company to make any offer or on the part of the recipient to participate if an offer is made.

Very truly yours,

CEVA Group Plc



ANNEX A

“U.S. person” means:

1.       Any natural person resident in the United States;

2.       Any partnership or corporation organized or incorporated under the laws of the United States;

3.       Any estate of which any executor or administrator is a U.S. person;

4.      Any trust of which any trustee is a U.S. person;

5.       Any agency or branch of a foreign entity located in the United States;

6.        Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7.       Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8.       Any partnership or corporation if:

(i)        Organized or incorporated under the laws of any foreign jurisdiction; and

(ii)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

1.       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2.       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(i) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(ii) The estate is governed by foreign law;

3.       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4.       An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

5.       Any agency or branch of a U.S. person located outside the United States if:

(i)        The agency or branch operates for valid business reasons; and

(ii)       The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6.        The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of this Annex A, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

ANNEX B

“Qualified Institutional Buyer” means:

1.       (i)    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(1)      Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(2)       Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(3)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(4)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(5)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(6)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(7)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(8)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(9)        Any investment adviser registered under the Investment Advisers Act.

(ii)       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(iii)       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

(iv)       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(1)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(2)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

(v)       Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(vi)       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

2.       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

3.       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of this section.

4.       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

5.       “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

ANNEX C

A. institutional “accredited investor” means any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

1.               Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Exchange Act; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2.                   Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;

3.                 Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; and

4.                   Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

ANNEX D

For a person who is a “U.S. person” as defined in Rule 902 under the Securities Act, the following persons qualify as eligible holders.

AL, AK, AZ, AR,         
FL, Guam, KY, MT
NE, NJ, NC, ND,
PR, UT, WA, WV, WY Any registered broker?dealer, bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Credit Unions are also eligible holders in AL.

California                    Any Qualified Institutional Buyer as defined in SEC Rule 144A, bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940, pension or profit?sharing trust (other than a pension or profit sharing trust of the issuer, a self?employed individual retirement plan or individual retirement account), other institutional investors or government agencies or instrumentalities designated by rule of the California Commissioner of Corporations, whether the purchaser is acting for itself or as trustee, provided the institution purchases for its own account (or for such trust account) for investment, and not with a view to or for sale in connection with any distribution of the security.

Colorado                      Any registered dealer, depository institution, insurance company or a separate account of an insurance company, investment company registered under the Investment Company Act of 1940, private business development company as defined in the Investment Advisers Act of 1940, business development company as defined by the Investment Company Act of 1940, an entity, other than an individual, a substantial part of whose business activities consist of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has total assets in excess of $5 million at the end of its latest fiscal year, an employee pension, profit?sharing or benefit plan if the plan has total assets in excess of $5 million or its investment decisions are  made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, which is either a broker?dealer registered under the Securities Exchange Act of 1934, a depository institution, an insurance company or an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, small business investment company licensed by the Small Business Administration under the Small Business Investment Act of 1958, or any other institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity.

Connecticut                 Any broker?dealer, bank and trust company, national banking association, savings bank, savings and loan association, federal savings and loan association, credit union, federal credit union, trust company, insurance company, investment profit?sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity.

Delaware                     Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit?sharing trust, a corporation, partnership, trust, estate or other entity (excluding individuals) having a net worth of not less than $5 million, as long as the entity was not formed for the purpose of acquiring the Shares , or other financial institution or institutional buyer, whether acting for itself or as a trustee.

District of Columbia   Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, depository institution, insurance company, separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, business development company as defined in the Investment Company Act of 1940, employee pension or profit-sharing plan if the plan has total assets in excess of $5 million or its investment decisions are made by a named fiduciary as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company, an accredited investor as defined in SEC Rule 501(a) of Regulation D, a limited liability company with assets of at least $500,000 or other financial institution or institutional buyer, whether acting for itself or in some fiduciary capacity.

GA, HA, ID, IN,
IA, KS, ME, MI, MN,
MS, MO, NM, OK,
SC, SD, VT, VI, WI   Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, bank, savings institution, trust company, insurance company, a separate account of an insurance company, an investment company as defined in the Investment Company Act of 1940, an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10 million or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered in this state, a depository institution, or an insurance company, a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of $10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered in this state, a depository institution, or an insurance company, a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types noted above, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans, an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10 million, a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 with total assets in excess of $10 million, a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of $10 million, a federal covered investment adviser acting for its own account, a “major U.S. institutional investor” as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934, or any other person, other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading this state’s Uniform Securities Act.

Illinois                        Any registered dealer, or to any corporation, bank, savings bank, savings institution, savings and loan association, trust company, insurance company, building and loan association, pension fund or pension trust or employees’ profit?sharing trust, an employee pension, profit?sharing or benefit plan, provided the investment decision is made by a plan fiduciary, as defined in the Employee Retirement Income Security Act of 1974, which is either a broker?dealer registered under the Securities Exchange Act of 1934, a depository institution, an insurance company or an investment adviser registered under the Investment Advisers Act of 1940, or the plan has total assets in excess of $5 million or other financial institution or institutional investor, any government or political subdivision or instrumentality thereof, whether the purchaser is acting for itself or in some fiduciary capacity, or to any partnership or other association engaged as a substantial part of its business or operations in purchasing or holding securities, or to any trust in respect of which a bank or trust company is trustee or co?trustee.

Louisiana                     Any registered dealer, bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, real estate investment trust, small business investment corporation, pension or profit?sharing plan or trust, or other financial institution, whether the purchaser is acting for itself or in some fiduciary capacity.

Maryland                     Any registered broker?dealer, bank, savings and loan association, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, investment adviser with assets under management of not less that $1 million, employee benefit plan with assets of not less than $1 million, governmental agency or instrumentality, whether acting for itself or as a trustee or fiduciary with investment control or other institutional investor as designated by rule or order of the Commissioner.

Massachusetts              Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, business development company as defined by the Investment Company Act of 1940, private business development company as defined in the Investment Advisers Act of 1940, an entity, whether a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the securities offered, a substantial part of whose business activities consist of investing, purchasing, selling or trading in securities not of its own issue and with investment decisions made by persons who are reasonably believed by the seller to have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investment and that has gross assets in excess of $5 million at the end of its latest fiscal year, any entity with total assets in excess of $5 million and which is an employee benefit plan within the meaning of the Employee Retirement Income Securities Act of 1974, as amended, (“ERISA”); or a self directed employee benefit plan within the meaning of ERISA, with investment decisions made by a person that is an accredited investor as defined in Section 501(a) of SEC Regulation D; or any employee benefit plan  within the meaning of ERISA with investment decisions made by a plan fiduciary, as defined in Section 2(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser; and an employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions; small business investment company licensed by the Small Business Administration under the Small Business Investment Act of 1958, or an entity organized and operated not for private profit, as described in the Internal Revenue Code, Section 501(c)(3), with total assets in excess of $5 million whether the purchaser is acting for itself or in some fiduciary capacity.

Nevada                        Any registered dealer, depository institution, insurance company or a separate account of an insurance company, investment company as defined by the Investment Company Act of 1940, an employee pension, profit?sharing or benefit plan provided the investment decision is made by a plan fiduciary, as defined in the Employee Retirement Income Security Act of 1974, which is either a depository institution, an insurance company, a broker?dealer registered under the Securities Exchange Act of 1934 or an investment adviser registered or exempt from registration under the Investment Adviser’s Act of 1940, or the plan has total assets in excess of $5 million or any other institutional buyer.

New Hampshire           Any registered broker?dealer, bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit?sharing trust, a venture capital company which operates a small business investment company under the Small Business Investment Act of 1958, as amended, or other financial institution or institutional buyer, whether acting for itself or as a trustee.

New York                    Any registered dealer or broker, or to any bank, or to any syndicate, corporation or group formed for the specific purpose of acquiring such securities for resale to the public directly or through other syndicates or groups, or on the floor of any securities exchange registered under the Securities Exchange Act of 1934.

Ohio                            Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered dealer, corporation, bank, trust company, savings and loan association, savings bank, credit union incorporated under the law of the United States, or any state, Canada or any Province of Canada, insurance company, pension fund or pension trust, employees’ profit?sharing trust, any association engaged as a substantial part of its business or operations in purchasing or holding securities or any trust in respect of which a bank is trustee or co?trustee, provided the seller is registered as a broker-dealer in Ohio.

Oregon                         Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, bank, savings institution, trust company, insurance company, investment company, pension or profit?sharing trust or other financial institution or institutional buyer, defined to include but not be limited to the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the United States Department of Veterans Affairs and the Government National Mortgage Association or a mortgage broker or mortgage banker, whether the purchaser is acting for itself or in a fiduciary capacity.

Pennsylvania               Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered broker?dealer, any bank, insurance company, pension or profit?sharing plan or trust, investment company as defined in the Investment Company Act of 1940, other financial institution or any person, other than an individual, which controls any of the foregoing, the Federal Government, State or any agency or political subdivision thereof or any other person so designated by regulation of the Commission, including, but not limited to, (i) a corporation or business trust or a wholly?owned subsidiary of the person which has been in existence for 18 months and which has a tangible net worth on a consolidated basis, as reflected in its most recent audited financial statements, of $10 million or more; (ii) a college, university or other public or private institution which has received exempt status under section 501(c)(3) of the Internal Revenue Code of 1954 and which has a total endowment or trust funds, including annuity and life income funds, of $5 million or more according to its most recent audited financial statements; (iii) a wholly?owned subsidiary of a  bank; (iv) a Small Business Investment Company as the term is defined in the Small Business Investment Act of 1958, which either: (1) has a total capital of $1 million or more, or (2) is controlled by institutional investors.

Rhode Island               Any Qualified Institutional Buyer as defined in SEC Rule 144A, registered dealer, depository institution, insurance company or a separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, an employee pension, profit?sharing or benefit plan, provided the investment decisions are made by a plan fiduciary, as defined in the Employee Retirement Income Security Act of 1974, which is either a broker?dealer registered under the Securities Exchange Act of 1934, a depository institution, an insurance company or an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, or the plan has total assets in excess of $5 million or any other institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity.

Tennessee                    Any broker?dealer, bank, trust company, insurance company, investment company registered under the Investment Company Act of 1940, a holding company which controls any of the foregoing, a trust or fund over which any of the foregoing has or Shares  investment discretion, a pension or profit sharing plan, an institutional buyer, or any other person (other than a broker?dealer) engaged as a substantial part of its business in investing in securities, in each case having a net worth in excess of $1 million.

Texas                           (a) any Qualified Institutional Buyer as defined in SEC Rule 144A, (b) any registered dealer, bank, trust company, building and loan association, insurance company, surety or guaranty company, savings institution, investment company as defined in the Investment Company Act of 1940, small business investment company as defined in the Small Business Investment Act of 1958 provided the securities are purchased by such institution for its own account or as a bona fide trustee of a trust organized and existing other than for the purpose of acquiring the Shares , (c) any purchaser that is an accredited investor within the meaning of Rule 501(a)(1)-(4),(7) and (8) of Regulation D, or (d) any corporation, partnership, trust, estate or other entity (other than an individual) having a net worth of not less than $5 million or a wholly-owned subsidiary of such entity, not formed for the purpose of acquiring the Shares .

Virginia                        Any registered broker?dealer, corporation, investment company, or pension or profit?sharing trust.

ANNEX E

A.                  For purposes of this letter, “non-U.S. qualified offeree” means:

1.                   legal entities in the European Economic Area (the “EEA”) that are authorized or regulated to operate in the financial markets in the applicable jurisdiction or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

2.                   large undertakings meeting two of the following size requirements on a company basis:

(i)                  a total balance sheet of more than €20,000,000;

(ii)                 annual net turnover of more than €40,000,000; and

(iii)                own funds of more than €2,000,000;

3.                   any other entity in the EEA in circumstances that do not require the publication of a prospectus by us in the applicable jurisdiction pursuant to Article 3 of the Prospectus Directive (Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended) as implemented by any Member State of the EEA;

4.                   any entity outside the U.S. and the EEA to whom the offer related to the Existing Notes and the New Notes may be made in compliance with any applicable laws and regulations; or

5.                   an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or a relevant person, as defined in Section 275(1) of the SFA.

B.                  For purposes of this letter, the following are deemed not to be “non-U.S. qualified offerees”:

1.                   any holder in the Republic of Italy that is not a “qualified investor”, as defined in CONSOB Regulation No. 1971/1999;

2.                   any holder in France, other than (i) a provider of the investment service of portfolio management for the account of third parties and/or (ii) a qualified investor (investisseur qualifié) acting for its own account, other than an individual, all as defined in, and in accordance with, Articles L. 411-2 and D. 411-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier;

3.                   any holder  in the United Kingdom, unless such holder is either (i) an investment professional within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”) or (ii) a person to whom the offer may lawfully be communicated falling within article 49(2)(a) to (e) of the Financial Promotion Order or article 43 of the Financial Promotion Order or (iii) a person to whom the offer may otherwise be lawfully communicated in accordance with the Financial Services and Markets Act 2000, as amended;

4.                   any holder in Ireland that is not a “qualified investor,” as defined in the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, as amended;

5.                   any holder to whom the securities have been publicly offered, sold or advertised, directly or indirectly, in or from Switzerland;

6.                   any holder in Germany that is not a qualified investor, as defined in § 2 No. 6 of the German Securities Prospectus Act (Wertpapierprospektgesetz); and

7.                   any holder located or resident in Portugal (or that has a permanent establishment in Portugal through which the New Notes will be held) that is not a Portuguese Qualified Investor.