0001193125-13-355755.txt : 20130903 0001193125-13-355755.hdr.sgml : 20130902 20130903172822 ACCESSION NUMBER: 0001193125-13-355755 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130903 DATE AS OF CHANGE: 20130903 GROUP MEMBERS: ANTON GOPKA GROUP MEMBERS: LLC D-PHARMA GROUP MEMBERS: RUSNANO MEDINVEST LLC GROUP MEMBERS: VLADIMIR GURDUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Regado Biosciences Inc CENTRAL INDEX KEY: 0001311596 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030422069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87592 FILM NUMBER: 131075825 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 00000 BUSINESS PHONE: 908.580.2111 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RMI Investments S.a.r.l. CENTRAL INDEX KEY: 0001579787 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 17, RUE DES JARDINIERS CITY: LUXEMBOURG STATE: N4 ZIP: L-1835 BUSINESS PHONE: 79851530799 MAIL ADDRESS: STREET 1: BUSINESS-CENTER 29/22 STREET 2: CAPITAL TOWER 1-ST BRESTSKAYA STREET CITY: MOSCOW STATE: 1Z ZIP: 125047 SC 13D 1 d592785dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

REGADO BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

75874Q107

(CUSIP Number)

 

Vladimir Gurdus

c/o RMI Investments S.a.r.l.

1-ST Brestskaya Str., 29/22

Moscow, Russian Federation 125047

(212) 639-8121

  

with a copy to:

Jack Hogoboom

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY 10020

(646) 414-6846

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 27, 2013

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


Cusip No. 75874Q107  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

RMI Investments S.a.r.l.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨  NOT APPLICABLE

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    ¨

  6.  

Citizenship or Place of Organization:

 

    Russian Federation

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power:

 

    0

     8.   

Shared Voting Power:

 

    5,236,517

     9.   

Sole Dispositive Power:

 

    0

   10.   

Shared Dispositive Power:

 

    5,236,517

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

13.  

Percent of Class Represented by Amount in Row (11):

 

    25.69%

14.  

Type of Reporting Person (See Instructions):

 

    IC


Cusip No. 75874Q107  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

LLC “D-Pharma”

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨  NOT APPLICABLE

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    ¨

  6.  

Citizenship or Place of Organization:

 

    Russian Federation

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power:

 

    0

     8.   

Shared Voting Power:

 

    5,236,517

     9.   

Sole Dispositive Power:

 

    0

   10.   

Shared Dispositive Power:

 

    5,236,517

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

13.  

Percent of Class Represented by Amount in Row (11):

 

    25.69%

14.  

Type of Reporting Person (See Instructions):

 

    IC


Cusip No. 75874Q107  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Rusnano MedInvest LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨  NOT APPLICABLE

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    ¨

  6.  

Citizenship or Place of Organization:

 

    Russian Federation

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power:

 

    0

     8.   

Shared Voting Power:

 

    5,236,517

     9.   

Sole Dispositive Power:

 

    0

   10.   

Shared Dispositive Power:

 

    5,236,517

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

13.  

Percent of Class Represented by Amount in Row (11):

 

    25.69%

14.  

Type of Reporting Person (See Instructions):

 


Cusip No. 75874Q107  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Anton Gopka

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨  NOT APPLICABLE

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    ¨

  6.  

Citizenship or Place of Organization:

 

    Russian Federation

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power:

 

    0

     8.   

Shared Voting Power:

 

    5,236,517

     9.   

Sole Dispositive Power:

 

    0

   10.   

Shared Dispositive Power:

 

    5,236,517

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

13.  

Percent of Class Represented by Amount in Row (11):

 

    25.69%

14.  

Type of Reporting Person (See Instructions):

 

    IN


Cusip No. 75874Q107  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

 

Vladimir Gurdus

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨  NOT APPLICABLE

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    ¨

  6.  

Citizenship or Place of Organization:

 

    Russian Federation

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power:

 

    0

     8.   

Shared Voting Power:

 

    5,236,517

     9.   

Sole Dispositive Power:

 

    0

   10.   

Shared Dispositive Power:

 

    5,236,517

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨

 

13.  

Percent of Class Represented by Amount in Row (11):

 

    25.69%

14.  

Type of Reporting Person (See Instructions):

 

    IN


Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the “Common Stock”), of Regado Biosciences, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Company are located at 120 Mountain View Boulevard, Basking Ridge Route, New Jersey, 07920.

 

Item 2. Identity and Background.

This Schedule 13D is being filed by RMI Investments S.a.r.l. (“RMI”), LLC “D-Pharma” (“D-Pharma”), Rusnano MedInvest, LLC (“RMI LLC”), Anton Gopka and Vladamir Gurdus (collectively, the “Reporting Persons”).

The shares of Common Stock are directly held by RMI. RMI LLC, the parent company of RMI, and D-Pharma, management company for RMI LLC, may be deemed to beneficially own the shares of Common Stock. Anton Gopka is a managing director at D-Pharma and a member of the board of directors of the Issuer and may be deemed to beneficially own the shares of Common Stock. Vladimir Gurdus is Director of D-Pharma and may be deemed to beneficially own the shares of Common Stock. RMI LLC, D-Pharma, Mr. Gopka and Mr. Gurdus disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein, and this report is not an admission that either RMI LLC, D-Pharma, Mr. Gopka or Mr. Gurdus is the beneficial owner of such securities.

The principal business locations for RMI LLC and D-Pharma is Moscow, Russian Federation.

RMI LLC is one of the largest Russia-based biotech venture capital firms, founded by OJSC RUSNANO, Russian State Corporation.

D-Pharma is the Management Company of RMI LLC.

During the last five years, none of the Reporting Persons or individuals named in this Item 2 has (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Anton Gopka is a citizen of Russia. The principal occupation for Mr. Gopka is to serve as a managing director of D-Pharma.

Vladimir Gurdus is a citizen of Russia. The principal occupation for Mr. Gopka is to serve as a managing director of D-Pharma.


Item 3. Source and Amount of Funds or Other Consideration.

On August 21, 2013, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-188209) in connection with its initial public offering of 10,750,000 shares of Common Stock was declared effective. The closing of the offering took place on August 27, 2013, and at such closing, RMI purchased 3,866,529 shares of Common Stock at the initial public offering price of $4.00 per share. The source of funds for such purchase was the working capital of RMI.

In addition, upon the closing of the initial public offering, 22,878,805 shares of the Issuer’s preferred stock held by RMI, converted into 1,369,988 shares of Common Stock.

 

Item 4. Purpose of Transaction.

RMI purchased the Issuer’s Common Stock for investment purposes. Reporting Persons do not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.

 

Item 5. Interest in Securities of the Issuer.

The information below is based on a total of 20,381,521 shares of Common Stock outstanding post initial public offering as reported in the Issuer’s 424b(4) prospectus filed on August 22, 2013.

(a) RMI is the record holder of 5,236,517 shares of the Issuer’s Common Stock, or approximately 25.69% of the Issuer’s Common Stock. RMI LLC has voting and dispositive power over the shares held by RMI. As the management company of RMI LLC, D-Pharma may be deemed to indirectly beneficially own the securities owned by RMI. Anton Gopka is a director of the Issuer and Vladamir Gurdus is the director of D-Pharma. D-Pharma, Mr. Gopka and Mr. Wisniewski disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein, and this report is not an admission that either D-Pharma, Mr. Gopka or Mr. Gurdus is the beneficial owner of such securities.

(b) See Rows 7, 8, 9, and 10 on the cover sheet for each Reporting Person.


(c) Except as reported in Item 3 above, during the past 60 days none of the Reporting Persons has effected any transactions in the Common Stock of the Issuer.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares of the Issuer’s Common Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons entered into lock-up agreements with the underwriters of the IPO pursuant to which the Reporting Persons have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic consequence of ownership of, directly or indirectly, or make any demand or request or exercise any right with respect to the registration of, or file with the SEC a registration statement under the Securities Act relating to, any common stock or securities convertible into or exchangeable or exercisable for any common stock without the prior written consent of both of the representatives of the underwriters, for a period of 180 days after August 21, 2013.

 

Item 7. Material to be Filed as Exhibits.

 

   Exhibit 1- Agreement regarding filing of joint Schedule 13D.

 

   Exhibit 2- Lock-up Agreement


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 3, 2013

 

RMI Investments S.a.r.l
By:  

/s/ Vladimir Gurdus,

  Director of D-Pharma LLC, the management company of RusnanoMedInvest LLC, the sole shareholder of RMI Investments S.a.r.l.
RusnanoMedInvest, LLC
By:  

/s/ Vladimir Gurdus,

  Director of D-Pharma LLC, the management company of RusnanoMedInvest LLC
D-Pharma, LLC
By:  

/s/ Vladimir Gurdus, Director

Anton Gopka
By:  

/s/ Anton Gopka

Name:   Anton Gopka
Title:   Managing Director of D-Pharma
Vladimir Gurdus
By:  

/s/ Vladimir Gurdus

Name:   Vladimir Gurdus
Title:   Director of D-Pharma

Attention: Intentional misstatements or omissions of fact constitute Federal criminal

violations (See 18 U.S.C. 1001).

EX-1 2 d592785dex1.htm EX-1 EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree that the Schedule 13D with respect to the Common Stock, par value $0.001 per share, of Regado Biosciencs, Inc., dated as of September 3, 2013, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

RMI Investments S.a.r.l
By:  

/s/ Vladimir Gurdus,

  Director of D-Pharma LLC, the management company of RusnanoMedInvest LLC, the sole shareholder of RMI Investments S.a.r.l.
RusnanoMedInvest, LLC
By:  

/s/ Vladimir Gurdus,

  Director of D-Pharma LLC, the management company of RusnanoMedInvest LLC
D-Pharma, LLC
By:  

/s/ Vladimir Gurdus, Director

Anton Gopka
By:  

/s/ Anton Gopka

Name:   Anton Gopka
Title:   Managing Director of D-Pharma
Vladimir Gurdus
By:  

/s/ Vladimir Gurdus

Name:   Vladimir Gurdus
Title:   Director of D-Pharma
EX-2 3 d592785dex2.htm EX-2 EX-2

EXHIBIT 2

LOCK-UP AGREEMENT

Lock-Up Agreement

February 6, 2013

COWEN AND COMPANY, LLC

BMO CAPITAL MARKETS CORP.

As Representatives of the several Underwriters

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

Re: Regado Biosciences, Inc. – Registration Statement on Form S-1 for Shares of Common Stock

Dear Sirs:

This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC and BMO Capital Markets Corp., as representatives (the “Representatives”) of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Public Offering”) of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange Act”) (such shares, the “Beneficially Owned Shares”)), or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business day after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.


The restrictions set forth in the second paragraph shall not apply to:

(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned or (c) as a bona fide gift to a charity or educational institution;

(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, or to the estate of any of the foregoing, if, in any such case, such transfer is not for value;

(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;

(4) if the undersigned is a trust, any transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust and such transfer is not for value;

(5) if the undersigned is a director or officer of the Company, any transfers of Common Stock solely in connection with (i) the award or vesting of any award made to the undersigned pursuant to any Company stock award plan or program, (ii) the exercise of any stock awards outstanding on the date hereof, including any “cashless” exercise thereof, (provided that any remaining Common Stock received upon such exercise will be subject to the restrictions provided for in this Agreement), (iii) the surrender or forfeiture to the Company of shares of Common Stock to the Company in partial or full settlement of any withholding tax obligation of the undersigned accruing upon the exercise or vesting of any stock award outstanding on the date hereof;

(6) sales or transfers of Common Stock or securities convertible into Common Stock pursuant to (i) a sales plan entered into prior to the date hereof pursuant to Rule 10b5-1 under the Exchange Act, a copy of which has been provided to the Underwriters, or (ii) any sales plan pursuant to Rule 10b5-1 under the Exchange Act entered into after the date hereof, provided that (x) a copy of such plan is provided to the Underwriters promptly upon entering into the same and (y) no transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms; and

(7) the conversion, exchange or exercise of any Company security into Common Stock, so long as the Common Stock received continues to be subject to the terms of this agreement;

provided, however, that in the case of any transfer described in clause (1), (2), (3) or 4 above, it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, and (B) if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, or the estate of any of the foregoing, and is not a transfer for value, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value, and in the case of any transfer pursuant to clause (4) above, such transfer is to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust and such transfer is not for value. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


In order to enable this Agreement to be enforced, the undersigned hereby consents to the placing of legends or stop transfer instructions with the Company’s transfer agent with respect to any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.

The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares, and (ii) the Company may, with respect to any Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned acknowledges and agrees that whether or not any public offering of Common Stock actually occurs depends on a number of factors, including market conditions.

This agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date of termination of the Underwriting Agreement if prior to the closing of the Public Offering, or (c) •, 2013 if the Public Offering has not been completed by such date.

 

Very truly yours,

RMI Investments S.a.r.l.

(Name of Stockholder - Please Print)

/s/ Vladimir Gurdus

(Signature)

Vladimir Gurdus

(Name of Signatory if Stockholder is an entity - Please Print)

Director

(Title of Signatory if Stockholder is an entity - Please Print)